Attachment FCC 07-201 Order

FCC 07-201 Order

MEMORANDUM OPINION AND ORDER submitted by FCC 07-201 Order

Clear Channel Granted Order

2007-11-29

This document pretains to SES-ASG-20070504-00558 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2007050400558_608151

                                      Federal Communications Commission                        FCC 07-201


                                                 Before the
                                      Federal Communications Commission
                                            Washington, D.C. 20554


In the Matter of                                      )
                                                      )
Clear Channel Broadcasting Licenses, Inc.             )       File Nos. BALCT-20070504ADI et al.
Citicasters Co.                                       )
Central NY News, Inc.                                 )
CCB Texas Licenses, L.P.                              )
Capstar TX Limited Partnership                        )
Bel Meade Broadcasting Company, Inc.                  )
Ackerley Broadcasting Operations, LLC                 )
Ackerley Broadcasting Fresno, LLC                     )
(Assignors)                                           )
                                                      )
and                                                   )
                                                      )
Newport Television LLC                                )
(Assignee)                                            )
                                                      )
For Assignment of License of Station WPMI-TV,         )
Mobile, Alabama et al.                                )
                                                      )

                                     MEMORANDUM OPINION AND ORDER

Adopted: November 13, 2007                                        Released: November 29, 2007

By the Commission: Commissioner Copps dissenting and issuing a statement.


I.         INTRODUCTION

     1. The Commission has under consideration the unopposed applications listed in the attached
Appendix that seek consent to assign 35 broadcast television licenses and associated low-power, Class A,
and television translator licenses from the above-captioned, wholly-owned subsidiaries of Clear Channel
Communications, Inc. (“Clear Channel”) to Newport Television LLC (“Newport”). In connection with
the proposed acquisition, Newport has requested six months to bring its investors into compliance with
Section 73.3555(b) of the Commission’s Rules (the “local television ownership rule”) in nine markets. 1
Newport also requests a continuing waiver of Section 73.1125 of the Commission’s Rules (the “main
studio rule”) to permit it to utilize the studio of station KSAS-TV, Wichita, Kansas, as the main studio for
commonly-owned stations KAAS-TV, Salina, Kansas, and KOCW(TV), Hoisington, Kansas. 2 We grant
the applications, subject to the conditions set forth below. We also deny in part a petition filed by
Buckley Broadcasting of Monterey (“Buckley”), seeking reconsideration of the 2002 Commission



1
    47 C.F.R. § 73.3555(b) (2002).
2
    47 C.F.R. § 73.1125.


                                      Federal Communications Commission                                 FCC 07-201


decision granting applications to transfer control of the Ackerley Group, Inc. to Clear Channel. 3

II.        BACKGROUND

      2. On December 20, 2006, the Commission issued a public notice accepting for filing applications
seeking consent to transfer control of Clear Channel from its current shareholders to the stockholders of
BT Triple Crown Merger Co., Inc. (“BT Triple Crown”). 4 Those applications, which remain pending,
include both the broadcast television and radio authorizations ultimately controlled by Clear Channel.
Clear Channel stated in the applications, however, that it was actively seeking to sell its broadcast
television stations prior to consummation of the transfer of control, and the instant transaction is the result
of these efforts. 5 Newport proposes to acquire Clear Channel’s broadcast television stations, and
associated television translator and low power television stations, for approximately $13.7 billion. The
instant applications are unopposed. Newport, which has been formed for the purposes of the proposed
transaction, is wholly owned by investment funds that are commonly controlled affiliates of Providence
Equity Partners, Inc. (“PEP”). The PEP investment funds involved in this transaction are structured so
that they will ultimately be controlled by three investment managers - Jonathan Nelson, Glenn Creamer,
and Paul Salem - with the remainder of the equity held by insulated limited partners. 6

      3. On March 27, 2007, the Commission conditionally approved the acquisition of Univision
Communications, Inc. (“Univision”) by Broadcasting Media Partners, Inc. (“BMPI”), an investor group
that also includes PEP investment funds. 7 As a result of the 2007 Univision Order, PEP holds an
attributable, 19% interest in Univision. In addition, as further noted in the 2007 Univision Order, PEP
holds an attributable, 16% interest in Freedom Communications Holdings, Inc. (“Freedom”), and an
attributable, 33.3% interest in Bustos Media, LLC (“Bustos”). 8 PEP, through its interest in Univision,
also has an attributable interest in television stations owned and controlled by Entravision
Communications Corporation (“Entravision”) that are affiliated with the Univision Television Network,
and can only be sold with the approval of Univision. 9

     4. PEP’s interests in Univision and Freedom resulted in violation of Section 73.3555(d) of the
Commission’s Rules (the “newspaper/broadcast cross-ownership rule”) in five markets. 10 Therefore, in
the 2007 Univision Order the Commission required PEP to take steps to come into compliance with the
newspaper/broadcast cross-ownership rule within six months of consummation of the Univision/BMPI

3
    Shareholders of the Ackerley Group, Inc., 17 FCC Rcd 10828 (2002) (“2002 Ackerley Order”).
4
 See Clear Channel Communications, Inc., Thomas H. Lee Equity Fund VI, L.P., and Bain Capital (CC) IX, L.P.
Seek Approval to Transfer Control of Licensee Entities Holding FCC Licenses and Other Authorizations, Public
Notice, 21 FCC Rcd 14509 (MB 2006).
5
  See Clear Channel Communications, Inc., Applications for Transfer of Control, File No. BTCCT-20061212BFW
et seq., Exhibit 18-1, page 1.
6
  See Clear Channel Communications, Inc., Applications for Assignment of License (“Assignment Applications”), at
Exhibit 11. Newport has certified that all insulated limited partners meet the relevant insulation criteria referenced
in the notes to Section 73.3555 of the Commission’s Rules, and thus such insulated limited partners are
nonattributable. See 47 C.F.R. § 73.3555, Note 2(f).
7
 See Shareholders of Univision Communications, Inc., 22 FCC Rcd 5842 (2007) (“2007 Univision Order”). As
described in the 2007 Univision Order, PEP was one of five entities that invested in the formation of BMPI, which
was created to purchase Univision.
8
    Assignment Applications at Exhibit 16, pages 2-4.
9
    Shareholders of Hispanic Broadcasting Corporation, 18 FCC Rcd 18834, 18852 (2003).
10
     47 C.F.R. §73.3555(d) (2002).

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                                      Federal Communications Commission                                  FCC 07-201


transaction. The post-merger Univision was given the choice of divesting, within six months of
consummation, either the necessary broadcast stations in those markets where PEP’s interest in Freedom
resulted in violation of the broadcast/newspaper cross-ownership rule, or divesting PEP’s minority
interest in Freedom. 11 BMPI consummated its acquisition of Univision on March 29, 2007, and, as a
result, set September 29, 2007, as the deadline for meeting this divestiture condition. On June 25, 2007,
PEP, after filing the instant applications, filed a letter notifying the Commission that it intended to divest
its interest in Freedom by September 27, 2007. 12 Subsequently, on September 25, 2007, PEP requested,
and the staff granted, a 30-day extension of the deadline through October 29, 2007. On October 31,
2007, PEP filed a further Motion for Extension of Time, in which it states that it “had intended to comply
with the [Univision condition] by way of redemption of its attributable interest in Freedom,” but that “due
to extraordinarily volatile conditions in the credit market and newspaper industry in general,” it has not
been able to obtain the necessary financing. 13 Instead, it proposes to convert its interest in Freedom into
one that is not attributable under the Commission’s rules and, by doing so, come into compliance with the
broadcast/newspaper cross-ownership rule in the five markets at issue. 14

      5. Newport acknowledges that, following consummation, PEP’s interests will violate the
broadcast television ownership rule in nine markets 15 and has requested six months from consummation
to bring these combinations into compliance with the local television ownership rule, either by sale of
nonconforming broadcasting television stations, or by rendering a current attributable interest
nonattributable “consistent with the Commission’s attribution guidelines.” 16

III.       DISCUSSION

     6. Multiple Ownership Showings. Under the local television ownership rule, a party may own,
operate or control two television stations within the same Nielsen Designated Market Area (“DMA”) if
the Grade B contours of the stations do not overlap, or if eight or more independently owned and
operating commercial and noncommercial television stations will be licensed to the DMA and at least one



11
  2007 Univision Order, 22 FCC Rcd at 5860 (“(1). the post-merger Univision shall come into compliance with the
newspaper/broadcast cross-ownership rule in the affected markets within six months of consummation by
Providence Equity Partners, Inc. either divesting its interest in Freedom Communications Holdings, Inc., or the post-
merger Univision divesting those broadcast station licenses implicating the newspaper/broadcast cross-ownership
rule in the Los Angeles, Phoenix, Fresno-Visalia, Harlingen-Weslaco-Brownsville-McAllen and Odessa-Midland
markets. To ensure that the post-merger Univision no longer owns or controls properties implicating the
newspaper/broadcast cross-ownership rule in the above markets following expiration of the six month period, the
parties must ensure either that: (A) within 60 days of release of this order, PEP files evidence of a binding
commitment to transfer its stock interest in Freedom to a divestiture trust, including a copy of the trust agreement, if
full compliance with the newspaper/broadcast cross-ownership rule has not been achieved within six months of
consummation; or (B) within 60 days of release of this order, Univision files applications seeking to assign those
broadcast licenses implicating the newspaper/broadcast cross-ownership rule to a divestiture trust, including a copy
of the trust agreement, which the Commission shall grant, if the applicants are so qualified and full compliance with
the newspaper/broadcast cross-ownership rule has not been achieved within six months of consummation”).
12
  Letter from Mace J. Rosenstein, Esq., to Marlene H. Dortch, Secretary, Federal Communications Commission,
dated June 25, 2007.
13
     PEP Motion for Extension of Time, at 2.
14
     Id.
15
     Assignment Applications at Exhibit 15, page 2.
16
     Id.

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                                    Federal Communications Commission                                 FCC 07-201


of the stations is not ranked within the top four stations in the DMA in terms of audience share. 17
Newport will be acquiring existing Clear Channel television duopolies in the following five markets:
Little Rock–Pine Bluff, Arkansas; Memphis, Tennessee; Mobile, Alabama/Pensacola, Florida; Eugene,
Oregon; and Tulsa, Oklahoma. Having reviewed the showings, we agree that the Little Rock, Memphis,
Mobile, and Tulsa duopolies will comply with the numerical ownership limits of the local television
ownership rule. 18 In the Eugene, Oregon, DMA, Clear Channel currently owns station KMTR(TV),
Eugene, Oregon, and station KTCW(TV), Roseburg, Oregon, pursuant to a satellite exception to the local
television ownership rule. 19 Newport states, however, that use of the Longley-Rice terrain shielding
methodology indicates that there exists no actual Grade B overlap between the stations and, thus, that
common ownership is consistent with the local television ownership rule. After a review of the
engineering showing provided by Newport, we agree that there is no actual Grade B contour overlap
between station KMTR(TV) and station KTCW(TV). 20 Common ownership of these stations, therefore,
does not implicate the local television ownership rule. Newport has certified that both stations comply
with the requirements of the main studio rule. Newport will also acquire station KSAS-TV, Wichita,
Kansas, station KOCW(TV), Hoisington, Kansas, and station KAAS-TV, Salina, Kansas, all of which are
located in the Wichita-Hutchinson, Kansas, DMA. Common ownership of these three stations will not
implicate the local television ownership rule because the stations’ respective Grade B contours do not
overlap. Since stations KAAS-TV and KOCW(TV) utilize the main studio of station KSAS-TV as their
main studio, Newport has requested a waiver of Section 73.1125 of the Commission’s Rules. 21

    7. Following consummation of the proposed transaction, PEP will, due to its interests in Newport,
Univision, Entravision, and Freedom, hold interests in broadcast television stations that violate the
numerical ownership/voice count limits of the local television ownership rule in the following nine
17
   47 C.F.R. §73.3555(b) (2002). On July 2, 2003, the Commission issued its 2002 Biennial Review Order, in which
it modified the local television ownership rule by permitting attributable interests in two stations in those DMA’s
containing 17 or fewer full-power commercial and noncommercial television stations, and by permitting attributable
interests in three stations in those DMA’s with 18 or greater full-power commercial and noncommercial television
stations. See 2002 Biennial Regulatory Review – Review of the Commission’s Broadcast Ownership Rules and
Other Rules Adopted Pursuant to Section 202 of the Telecommunication Act of 2002, 18 FCC Rcd 13620 (2003)
("2002 Biennial Review Order"), aff'd in part and remanded in part, Prometheus Radio Project et al. v. Federal
Communications Commission, 373 F.3d 372 (3d Cir. 2004) ("Prometheus Remand Order"), stay modified on
rehearing, (3d Cir. Sept. 3, 2004) ("Prometheus Rehearing Order"). On September 3, 2003, the U.S. Court of
Appeals for the Third Circuit stayed the effective date of the rule changes contained in the 2002 Biennial Review
Order, stating that the “prior ownership rules [will] remain in effect pending resolution of these proceedings.”
Prometheus Radio Project v. Federal Communications Commission, No. 03-3388 (3d Cir. Sept. 3, 2003) (per
curiam).
18
   In the Harrisburg-Lancaster-Lebanon-York, PA DMA, Clear Channel currently owns WHP-TV, Harrisburg, but
also has a local marketing agreement (“LMA”) with station WLYH-TV, Lancaster, Pennsylvania. In the Wichita-
Hutchinson, Kansas, DMA, Clear Channel also has an LMA with station KMTW(TV), Hutchinson, Kansas.
Because the parties entered into the LMAs prior to November 5, 1996, the LMAs, while attributable under current
standards, are “grandfathered” and fully transferable pending completion of the Commission’s quadrennial review
of the media ownership rules. See, e.g., Montclair Communications, Inc., 22 FCC Rcd 7271, 7272 n. 5 (MB 2007).
As discussed in further detail below, in the Monterey-Salinas, California, market Clear Channel will be assigning a
non-attributable LMA with station KCBA(TV), Salinas, California. See ¶¶ 20-23, infra.
19
  47 C.F.R. § 73.3555, Note 5 (2002). KMCB(TV), Coos Bay, Oregon, has traditionally been operated as a
“satellite” of KMTR(TV). A continuing satellite exemption under Note 5 is not necessary, however, for
KMCB(TV) since Newport has adequately demonstrated that the Grade B contour of KMCB(TV) does not overlap
the predicted Grade B contour of either KMTR(TV) or KTCW(TV).
20
     See Heritage Media, Inc., 13 FCC Rcd 5644, 5649 (1998).
21
     See ¶¶ 23-25, infra.

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                                      Federal Communications Commission                            FCC 07-201


DMAs: Bakersfield, California; San Francisco-Oakland-San Jose, California; Santa Barbara-Santa
Maria-San Luis Obispo, California; Salt Lake City, Utah; Albany-Schenectady-Troy, New York;
Jacksonville, Florida; Fresno-Visalia, California; San Antonio, Texas; and Monterey-Salinas, California.
In requesting waivers, Newport cites instances where the Commission has granted 24-month, 18-month
and 12-month waivers of the multiple ownership rules. 22 Newport also states that “neither [Newport] nor
PEP presently operates any broadcast station, nor does either entity have a controlling interest, in any
broadcast licensee in any of the affected markets.” 23 Newport states that “as a further safeguard to
preserve media diversity in the markets at issue here, during the waiver period [Newport] will maintain
the separate management, programming and sales operations of the stations in the markets in which
duopoly waivers are granted.” 24 Finally, Newport maintains that the level of media diversity in each of
the nine markets is similar to or greater than markets in which the Commission has previously granted
temporary waivers of the multiple ownership rules. 25

      8. In the Bakersfield, California, market, PEP investment funds, as a result of their interest in
Univision, hold a cognizable interest in station KUVI-TV, Bakersfield, California. Clear Channel
currently controls station KGET-TV, Bakersfield, California. Because the Bakersfield, California, DMA
will contain only three independently owned and operating commercial and noncommercial television
stations after consummation, PEP may only have a cognizable interest in one television station.
Consequently, the transaction will result in PEP holding interests that exceed the numerical ownership
limit of the local television ownership rule by one television station. In requesting a temporary 6-month
waiver of the local television ownership rule, Newport cites competition from multichannel video
programming distributors (“MVPDs”), a cable penetration rate of over 56%; and the fact that over 81% of
the households in the market subscribe to some form of MVPD service. 26 Newport also states that there
are 43 broadcast radio stations licensed to communities in the DMA, and that one daily newspaper and
five weekly newspapers are published in the market.

     9. In the San Francisco-Oakland-San Jose market, PEP investment funds, as a result of their
interest in Univision, hold cognizable interests in stations KDTV(TV), San Francisco, California, and
KFSF-TV, Vallejo, California. Common ownership of these stations complies with the local television
ownership rule. 27 Clear Channel currently controls station KFTY(TV), Santa Rosa, California. PEP may
hold attributable interests in at most two television stations regardless of the number of independently
owned and operating television stations in a DMA. Thus, the transaction will result in PEP exceeding the
numerical ownership limit of the local television ownership rule by one television station. In requesting a
temporary waiver, Newport states that over 88% of households in the San Francisco-Oakland-San Jose

22
  Newport cites Fox Television Stations, Inc., 16 FCC Rcd 14975, 14989 (2001) (24-month waiver of the
newspaper/broadcast cross-ownership rule); Capital Cities/ABC, Inc., 11 FCC Rcd 5841, 5871 (1996) (six month
waiver of local television ownership rule); and Telemundo Communications Group, Inc., 17 FCC Rcd 6958, 6979
(2002) (12-month waiver of the local television ownership rule).
23
     Assignment Applications, at Exhibit 15, page 6.
24
     Id.
25
  Newport cites, among other instances, Liberty Corporation, 21 FCC Rcd 244, 245 n.5 (MB 2006) (noting markets
where two, three, and five independent television voices would exist for the brief waiver period); AFLAC
Broadcasting Group, Inc., 12 FCC Rcd 3907 (1997) (temporary waivers in Hattiesburg-Laurel DMA, the 165th
ranked DMA, where during the divestiture period there would be only one independent television voice in the DMA,
and in the Savannah DMA, the 100th ranked DMA, where during the divestiture period there would be six
independent television voices).
26
     Ackerley Broadcasting Operations, LLC, Assignment Application, at Exhibit 15, Attachment 1.
27
     2007 Univision Order, 22 FCC Rcd at 5850-5851.

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                                        Federal Communications Commission                              FCC 07-201


DMA subscribe to some form of MVPD service with a cable penetration rate of 68%; that there are 29
independent radio voices in San Francisco, 20 independent radio voices in Sacramento, and eight Arbitron
independent radio voices in Santa Rosa; and that there are 22 daily newspapers and 53 weekly
newspapers published in the DMA. 28

      10. In the Santa Barbara-Santa Maria-San Luis Obispo, California DMA, Entravision controls
station KPMR(TV), Santa Barbara, California, which is attributable to Univision. PEP, as an attributable
interest holder in Univision, also holds an attributable interest in station KPMR(TV). Clear Channel
currently controls station KCOY-TV, Santa Maria, California. Because the Santa Barbara-Santa Maria-
San Luis Obispo, California DMA will contain only four independently owned and operating commercial
and non-commercial television stations after consummation, PEP may only have an attributable interest in
one station in the market. Thus, the transaction will result in PEP exceeding the numerical ownership
limit of the local television rule by one television station. In requesting a temporary waiver, Newport
states that the DMA’s cable television penetration rate is 67%; that seven different cable systems owned
by six different cable operators serve the market; that several low-power television stations serve the
market; and that there are nine independent radio voices in the Santa Maria-Lompoc radio metro market,
and 13 independent radio voices in the San Luis Obispo radio metro market. 29

     11. In the Salt Lake City, Utah DMA, PEP investment funds, as a result of their interest in
Univision, hold an attributable interest in station KUTH(TV), Provo, Utah. 30 Clear Channel currently
controls station KTVX(TV), Salt Lake City, Utah, and station KUCW(TV), Ogden, Utah. The
transaction will result in PEP holding interests that exceed the numerical ownership limit of the local
television ownership rule by one television station. In requesting a temporary waiver, Newport states that
there are 21 full-power television stations operated by 13 independent media voices serving the Salt Lake
City, Utah, DMA; that 73.9% of households in the DMA receive some form of MVPD service; that the
DMA contains 80 different cable systems with 17 different cable operators; that 25 independent radio
voices will serve the Salt Lake City-Ogden-Provo radio metro market; and that eight daily and 44 weekly
newspapers are produced in the market. 31 We further take note of the fact that the Salt Lake City, Utah,
DMA contains all of the counties located in the state of Utah.

     12. In the Albany-Schenectady-Troy, New York DMA, PEP investment funds, a result of their
interest in Freedom, currently have cognizable interests in stations WRGB(TV) and WCWN(TV),
Schenectady, New York. Clear Channel currently controls station WXXA-TV, Albany, New York. Not
only does the local television ownership rule prohibit common ownership of three television stations in a
single DMA regardless of the number of independently owned and operating television stations located in
the DMA, but both stations WRGB(TV) and WXXA(TV) are ranked in the top four in the DMA in terms
of audience share. Because the Albany-Schenectady-Troy DMA contains only 7 independently owned
and operating television stations, PEP, as a result of a transaction, will hold interests that exceed the
numerical ownership limit of the local television ownership rule by two television stations. 32 Newport
28
     Id. at Exhibit 15, Attachment 3.
29
     Id. at Exhibit 14, Attachment 4.
30
  Also pending is an application to assign the license of Station KUTF(TV), Logan, Utah, from Logan 12, Inc., a
subsidiary of Equity Media Holdings Corporation, to Univision. See File No. BALCT-20070809ABL. Based on
the assumption that the instant transaction will have already closed, Univision has also requested a temporary waiver
of the local television ownership rule in connection with the station KUTF(TV) assignment application. See File
No. BALCT-20070809ABL, Exhibit 15.
31
     Clear Channel Broadcasting Licenses, Inc., Assignment Application, at Exhibit 15, Attachment 2.
32
 Freedom acquired a waiver of the local television ownership rule permitting it own both stations WRGB(TV) and
WCWN(TV) on November 22, 2006. See WCWN LLC, 21 FCC Rcd 13522 (VD 2006).

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                                     Federal Communications Commission                                 FCC 07-201


has also requested a six-month waiver of the local television ownership rule in the Albany-Schenectady-
Troy market. In support of the waiver, it states that 89% of the households in the Albany DMA receive
some sort of MVPD service with a cable penetration rate of 77%; that there are 22 cable systems in the
DMA and six cable operators; and that Albany has 52 radio stations and is served by 12 daily and 32
weekly newspapers. 33

     13. We note, however, that PEP has not yet come into compliance with the terms of the 2007
Univision Order. 34 Consequently, we will not grant the six-month waiver as requested in the instant
applications. Instead, we will require PEP to come into compliance with the terms of the 2007 Univision
Order prior to consummation.

      14. In the Jacksonville, Florida DMA, Clear Channel currently controls stations WAWS(TV) and
WTEV-TV, Jacksonville, Florida. At the time of Clear Channel’s original acquisition, the duopoly
complied with the numerical ownership limit of the local television ownership rule. 35 Station
WAWS(TV)’s audience share ranking has changed since Clear Channel’s acquisition, so that, at the time
of filing of the instant applications, both stations WAWS(TV) and WTEV-TV are ranked within the top
four in the Jacksonville, Florida, DMA. Consequently, Clear Channel’s combination violates the
audience share prong of the local television ownership rule. In requesting a temporary waiver, Newport
states that the Commission has recognized that the Jacksonville DMA is both “diverse and highly
competitive.” 36 Newport further states that there are ten full-power television stations and eight
independent “voices” that will continue to serve the DMA; that 89% of households in the DMA receive
some form of MVPD service, with a cable penetration rate of 64%; that 26 cable systems serve the DMA;
that Jacksonville is home to 49 broadcast radio stations operated by 19 independent owners; and that there
are six daily and 18 weekly newspapers serving the Jacksonville area.

       15. In the Fresno-Visalia, California DMA, PEP investment funds, as a result of their interest in
Univision, have a cognizable interest in station KFTV(TV), Hanford, California, and station KTFF-TV,
Porterville, California. Common ownership of these stations complies with the local television ownership
rule. 37 Clear Channel currently controls station KGPE(TV), Fresno, California. 38 The transaction will
result in attributable ownership interests that exceed the numerical ownership limit of the local television
ownership rule by one television station. In addition, both station KFTV(TV) and station KGPE(TV) are
ranked in the top four in the DMA in terms of audience share. Divestiture of station KTFF-TV, therefore,
33
     Clear Channel Broadcasting Licenses, Inc., Assignment Application, at Exhibit 15, Attachment 4.
34
   In the Motion for Extension of Time, PEP proposes to come into compliance with the specific condition set forth
in paragraph 47 of the 2007 Univision Order by rendering its interest in Freedom nonattributable, thereby, according
to PEP, “achiev[ing] full compliance with the multiple ownership rules.” Motion for Extension of Time, at 3. The
recent acquisition of Univision did not implicate the radio/television cross-ownership rule with respect to Freedom’s
television stations, but rather the limited waiver granted in the 2007 Univision Order applied only to the newspapers
owned by Freedom.
35
     See File No. BALCT-19991116BEF (granted March 31, 2000).
36
   Id. at Exhibit 15, Attachment 3, page 1, citing, Shareholders of Jacor Communications, Inc., 14 FCC Rcd. 6867,
6905 (MMB 1999).
37
  See Letter from W. Kenneth Ferree, Chief, Media Bureau, to John P. Feore, Jr., Esq., and Andrew J.
Schwartzman, Esq., dated February 7, 2003.
38
  PEP, as a result of its current interest in Freedom, also has an attributable interest in the Porterville Recorder.
Common ownership of station KGPE(TV) and the Porterville Recorder, will not implicate the newspaper/broadcast
cross-ownership rule because the Grade A contour of KGPE(TV) does not encompass Porterville. 47 C.F.R. §
73.3555(d)(3) (2002). Regardless, as noted above, PEP has committed to divesting its interest in Freedom by
September 27, 2007.

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                                      Federal Communications Commission                             FCC 07-201


will not bring PEP’s interests into compliance with the local television ownership rule. In support of the
requested waiver, Newport states that ten independently owned broadcast television stations will continue
to serve the Fresno-Visalia DMA; that over 74% of the households in the Fresno-Visalia DMA subscribe
to some form of MVPD service; that the Fresno-Visalia DMA has 21 cable systems and six cable
operators; that there are 90 radio stations in the DMA, 24 of which are independently owned; and that
there are six daily newspapers and 32 weekly newspapers published in the DMA. 39

      16. In the San Antonio, Texas, DMA, PEP investment funds, due to their interest in Univision, hold
attributable interests in station KWEX-TV, San Antonio, Texas, and station KNIC-TV, Blanco, Texas. 40
Common ownership of these stations complies with the local television ownership rule. Clear Channel
currently controls station WOAI-TV, San Antonio, Texas. The transaction will result in cognizable
ownership interests that exceed the numerical ownership limit of the local television ownership rule by
one television station. In support of a temporary waiver, Newport states that the San Antonio DMA is
served by 14 full-power television stations licensed to 11 independent owners; that the San Antonio radio
metro market is home to 52 radio stations licensed to 22 independent owners; that over 91% of
households in the market receive some form of MVPD service with a cable penetration rate of 61%; and
that the market is home to 41 newspapers. 41

      17. In the Monterey-Salinas, California DMA, PEP investment funds have an attributable interest in
Entravision station KSMS-TV, Monterey, California. Clear Channel subsidiary Ackerley Broadcasting
Operations, LLC (“Ackerley”) currently owns station KION-TV, Monterey, California. Because the
Monterey-Salinas DMA will only have four independently owned and operating television stations after
the transaction, PEP may have an attributable interest in only one station in the market. Both stations are
also located in the top four in the DMA in terms of audience share. Thus, the transaction will result in
PEP exceeding the numerical ownership limit of the local television ownership rule by one television
station. In support of its request for a six-month waiver, Newport states that over 85% of households in
the Monterey-Salinas DMA subscribe to some form of MVPD service; that the DMA has a cable
penetration rate of 59% and is served by eight cable systems owned by three cable operators; that there
are 45 radio stations and 22 radio owners in the DMA; and that there are five daily and eleven weekly
newspapers published in the market. 42

     18. Waiver Standard. Having reviewed the record in its entirety, we conclude that grant of
temporary waivers in eight of the markets described above would be in the public interest. In evaluating a
request for waiver of the multiple and cross-ownership rules, the Commission weighs public interest
concerns on a case-by-case basis in order to insure that the waiver does not unduly compromise the twin
purposes of fostering diversity and economic competition that underlie the multiple and cross-ownership
rules. 43 The Commission has stated that waivers of limited duration have less impact on diversity and
competition and may be analyzed within this context. 44

    19. Not only are the waivers requested of limited duration, but the impact on diversity and
competition during the brief period of noncompliance with the local television ownership rule is further

39
     Ackerley Broadcasting Fresno, LLC, Assignment Application, at Exhibit 15, Attachment 1.
40
  Univision recently activated station KNIC-TV, creating a compliant duopoly in the San Antonio, Texas, DMA.
See File No. BLCT-20061003AFN (granted February 7, 2007).
41
     CCB Texas Licenses, L.P., Assignment Application, at Exhibit 15, page 7-8.
42
     Ackerley Broadcasting Operations, LLC, Assignment Application, at Exhibit 15, Attachment 2.
43
     Multimedia, Inc., 11 FCC Rcd 4883, 4884-4885 (1995).
44
     2007 Univision Order, 22 FCC Rcd at 5851-5852, citing, Multimedia, Inc., 11 FCC Rcd at 4885.

                                                           8


                                      Federal Communications Commission                                   FCC 07-201


diminished by the fact that the PEP interests at issue are not majority or controlling interests. As
described above, in the eight markets at issue, there exists a substantial diversity of media voices.

      20. In the past, the Commission has granted temporary waivers of its multiple and cross-ownership
rules in order to facilitate transactions involving stations in different markets, stating that where “mergers
or transfers of multiple stations are involved, in general we believe that the benefits derived from such
transactions support grant of a reasonable period to effectuate the merger and permit time to come into
compliance with our rules.” 45 The Commission has stated that such waivers “promote commerce,
encourage investment in the broadcast industry, and allow for the free transferability of broadcast
licenses,” 46 while preventing a potential “fire sale” at below-market prices. In this case, Clear Channel is
proposing to sell all of its 35 full-service television stations, thus severing ownership of its television from
its radio stations. The proposed transaction is occurring within the context of the larger sale of Clear
Channel to BT Triple Crown, which will also entail the potential spin-off of a number of radio stations.
In these circumstances, we believe it reasonable to grant a short period of time to permit the restructuring
of PEP’s investments and/or sale of television stations.

      21. Having reviewed the record in its entirety, we conclude that, with the exception of the Albany-
Schenectady-Troy, NY, market, it would be in the public interest to grant Newport a temporary, six-
month waiver of the local television ownership rule in the eight markets subject to the conditions
described below. Newport shall come into compliance with the local television ownership rule within six
months of consummation of the proposed transaction by PEP either divesting its interest in Univision, or
the post-merger Newport otherwise divesting those broadcast station licenses necessary to come into
compliance with the local television ownership rule in the Bakersfield, San Francisco-Oakland-San Jose,
Santa Barbara-Santa Maria-San Luis Obispo, Salt Lake City, Fresno-Visalia, San Antonio, and Monterey-
Salinas markets. To ensure that Newport and/or PEP has brought itself into compliance with the local
television ownership rule in the above seven markets following expiration of the six-month period, the
parties must ensure either that: (1) within 60 days of release of this order, PEP files evidence of a binding
commitment to transfer its interest in Univision to a divestiture trust within six months of consummation,
including a copy of the trust agreement, if full compliance with the local television ownership rule has not
been achieved within six months of consummation; or (2) within 60 days of release of this order, Newport
files applications seeking to assign those broadcast licenses necessary to come into compliance with the
local television ownership rule in each of the affected markets to a divestiture trust, along with a copy of
the trust agreement, which the Commission shall entertain, if full compliance with the local television
ownership rule has not been otherwise achieved within six months of consummation. 47 In the
Jacksonville, Florida, market, Newport must assign the license of either station WAWS(TV) or WTEV-

45
     2007 Univision Order, 22 FCC Rcd at 5851-5852.
46
     Id. at 5852, citing Stockholders of CBS, Inc., 11 FCC Rcd 3733, 3755 (1995).
47
   The trustee shall have no family relationships with the principals of either PEP, the post-merger Newport, or Clear
Channel, and no past business relationship with either PEP, Newport, or Clear Channel, their affiliates or principals,
except to the extent required to establish the trust. The trust, which shall have as its sole purpose the divestiture of
the interests and/or properties at issue, shall place the exclusive authority to vote and control the interest in
Univision, or manage and operate the stations at issue, in the hands of a trustee. The trust shall terminate upon the
sale of all of PEP’s interest in Univision, or the sale of Univision properties exceeding the numerical ownership
limits of the local television ownership rule to a third party, which shall occur no later than six months after transfer
of the properties and/or interests to the trust. The proceeds from the sale of the properties, less the expenses
associated with the sale, shall go to either PEP or Newport. While the trust is in effect, revenue in excess of
expenses may be remitted periodically to either PEP or Newport. The trust shall comport with the insulation
standards applicable to such mechanisms under Commission practice, including barring certain communications
between the beneficiary and the trustee and contractual and other relationships between the parties. See Twentieth
Holdings Corporation, 4 FCC Rcd at 4052.

                                                           9


                                    Federal Communications Commission                                  FCC 07-201


TV within six months of consummation. To ensure compliance with the local television ownership rule
in the Jacksonville market within the six-month period, Newport must file within 60 days of release of
this order, an application to assign the license of either station WAWS(TV) or WTEV-TV license to a
divestiture trust, along with a copy of the trust agreement, which the Commission shall entertain if full
compliance has not been otherwise achieved within 6 months of consummation. We deny Newport’s
request for a temporary waiver in the Albany-Schenectady-Troy market for the reasons set forth above.

     22. Monterey-Salinas Market. In addition to finding that the temporary waivers described above
would serve the public interest, we further deny in part, and dismiss in part a petition for reconsideration
opposing Clear Channel’s June 14, 2002, acquisition of Ackerley. 48 Ackerley is the licensee of station
KION-TV, Monterey, California, and it currently holds an LMA and related Shared Services Agreement
(“SSA”) with the licensee of station KCBA(TV), Salinas, California, Seal Rock Broadcasters, L.L.C.
(“Seal Rock”). A previous version of the LMA entered into on January 12, 2000, contained a joint sales
agreement (“JSA”) that provided Ackerley with the right to retain “all advertising and other revenues,
including accounts receivable, arising from or relating to the [programming provided under the LMA] and
to programming provided by [Seal Rock], during the term hereof (other than network compensation
revenues).” 49 The Commission conditioned its grant of the application transferring control of station
KION-TV to Clear Channel “upon reformation of the January 12, 2000 [LMA]” between Ackerley and
Seal Rock, “to remove any contractual right or other related arrangement entitling the broker to
advertising revenues not resulting solely from the 15% of programming provided under [] the [LMA].” 50

     23. On June 13, 2002, Ackerley filed with the Commission an Amended and Restated Time
Brokerage Agreement and a new Shared Services Agreement. Buckley Broadcasting of Monterey
(“Buckley”), which previously challenged Clear Channel’s acquisition of Ackerley, filed a petition for
reconsideration of the 2002 Ackerley Order. Buckley argues that the revised agreements do not meet the
condition placed on Clear Channel acquisition of station KION-TV because Seal Rock still does not have
an economic incentive to control station KCBA(TV)’s programming under the revised agreements.

      24. Our review of the revised agreements between Ackerley and Seal Rock and the petition for
reconsideration leads us to conclude that Seal Rock does have an economic incentive to control station
KCBA(TV)’s programming, that Clear Channel has met the condition placed on its 2002 acquisition of
station KION-TV, and that Clear Channel does not have an attributable interest in station KCBA(TV).
The Commission, in the 1999 Attribution Order “declin[ed] to impose new rules attributing JSAs as long
as they dealt primarily with the sale of advertising time and did not contain terms that affect programming
or other core operations such that they were, in fact, substantively equivalent to LMAs,” 51 and further
concluded that LMAs that cover no more than 15% of the weekly broadcast hours of the brokered station
are generally not attributable to the brokering licensee. 52 The 2002 Ackerley Order presented the first
instance in which the Commission considered the terms of a JSA in determining whether a purportedly
48
  Shareholders of the Ackerley Group, Inc., 17 FCC Rcd 10828 (2002). If we were to grant the petition for
reconsideration, Clear Channel would currently have attributable interests in two television stations in the Monterey-
Salinas market. We consider Buckley’s pleading within the context of the instant proceeding because disposition of
the petition for reconsideration will determine both the number of stations Newport would need to divest as a result
of the proposed transaction, and whether Clear Channel is currently in compliance with the local television
ownership rule in the market.
49
     Id. at 10841.
50
     Id. at 10844.
51
  Review of the Commission’s Regulations Governing Attribution of Broadcast and Cable/MDS Interests
(“Attribution Order”), 14 FCC Rcd 12559, 12612-12613 (1999).
52
     Id. at 12597.

                                                         10


                                    Federal Communications Commission                                  FCC 07-201


compliant LMA met the attribution thresholds set forth in the 1999 Attribution Order. Based on the
language of the original LMA, the Commission stated in the 2002 Ackerley Order that Ackerley appeared
to have the right to collect 100% of the advertising revenue from all non-network programming aired on
KCBA(TV), 53 and that the “[LMA] and related agreements between Seal Rock and [Ackerley]…were
‘substantively equivalent’ to a [LMA] in excess of 15% of KCBA(TV)’s weekly broadcast hours.” 54
Because it received virtually no advertising revenue, Seal Rock’s programming choices presented no
financial risk or opportunity for financial reward.

      25. In contrast, the revised LMA does not give Ackerley the right to retain advertising revenue
associated with programming not provided under the LMA. 55 Additionally, Ackerley and Seal Rock have
further negotiated a payment arrangement whereby all advertising revenue collected for Seal Rock’s
programming will go into a lockbox maintained jointly by Ackerley and Seal Rock. From the total
lockbox funds, Seal Rock will receive reimbursement for expenses related to the 85% percent of station
programming it provides and it will disburse directly to the credit facility all debt service payments due
under its existing loan. If any funds remain in the lockbox, Ackerley will receive a Basic Fee of $600,000
per year for the services provided under the Shared Services Agreement. Ackerley will fund any shortfall
if the lockbox funds are insufficient to reimburse Seal Rock’s expenses for 85% of the programming aired
on station KCBA(TV) or to meet the debt service payments on its loan. Seal Rock’s profits under this
new arrangement are only limited by its own expenses, the Basic Fee, and any previously funded
shortfalls. Seal Rock appears to have an incentive to collect as much advertising revenue from its
programming as possible, as well as to limit the amount of expenses reimbursed from revenue collections.
Seal Rock appears to have a significant opportunity for financial reward under this arrangement and, thus,
and economic incentive to control station KCBA(TV)’s programming. Finally, the revised agreements
specify that Seal Rock will hire a new manager who will serve as a General Manager, General Sales
Manager, and Program Director for KCBA(TV). The new manager will report to and be supervised by
Seal Rock; and will have the power to approve or deny any advertising sales. Seal Rock will supervise
any shared personnel, and each shared employee will report to Seal Rock when performing services for
KCBA(TV). Under this new arrangement, Seal Rock, clearly, will be ultimately responsible for the
programming aired on station KCBA(TV). Consequently, we find that the LMA, and related JSA, are not
“substantively equivalent” to an LMA that accords Ackerley effective control over the airing of
programming for more than 15% of station KCBA(TV)’s weekly broadcast hours. 56

      26. Main Studio Waiver. We will grant authorization for Clear Channel to continue to utilize
station KSAS-TV, Wichita, Kansas, as the main studio for station KAAS-TV, Salina, Kansas, and station
KOCW(TV), Hoisington, Kansas, all of which are located in the Wichita-Hutchison, Kansas, DMA. The
main studio rule requires that a station locate its main studio either: (1) within a station's principal
community contour; (2) within the principal community contour of any other broadcast station licensed to
the station’s community of license; or (3) within 25 miles of the center of its community of license. 57 A
licensee must acquire written authorization to move and maintain a main studio outside of these

53
     2002 Ackerley Order, 17 FCC Rcd at 10841.
54
     Id. at 10841-10842.
55
  The parties also added a clause to Section 6 of the revised LMA stating that “[u]nder no circumstances shall
[Ackerley/Clear Channel] be entitled to any [station] advertising revenues which are not related solely [to the
programming provided by the broker under the LMA].”
56
   Buckley has also argued that the Commission failed to adequately consider its argument that the transaction would
result in excessive media concentration in the Monterey-Salinas market. This argument is mooted by the instant
transaction, which will effectively divest Clear Channel of the television stations it owns in the market.
57
     47 C.F.R. § 73.1125(a).

                                                         11


                                       Federal Communications Commission                              FCC 07-201


locations. 58 Commission staff first authorized Clear Channel to co-locate the main studios for stations
KSAS-TV, KAAS-TV, and KOCW(TV) in 1998. 59

      27. In its showing, Newport states that the Wichita-Hutchison DMA extends 300 miles east to west
and 200 miles north to south, and comprises approximately 70% of the area of Kansas. 60 Newport states
that, aside from station KOCW(TV) and station KAAS-TV, no full-power stations are licensed to
Hoisington or Salina. 61 Newport further notes that Hoisington has only 2,975 residents and is 100 miles
from Wichita, while Salinas is 90 miles from Wichita. 62 Newport maintains that “the population served
by the Salina and Hoisington stations simply cannot provide the economic support necessary to operate
main studios in those communities.” 63 Newport states that between 1985 and 2004, there has been a net
migration of 27,000 taxpayers out of the counties served by station KAAS-TV. According to Newport,
staffing efficiencies that result from co-location of the stations’ main studios have permitted the stations’
to continue their service to underserved rural communities and provide local-oriented programming.

     28. We believe the public interest would be served by waiver of the main studio rule to permit
Newport to continue to co-locate the main studios for stations KSAS-TV, KOCW(TV), and KAAS-TV.
Stations KOCW(TV) and KAAS-TV have operated without main studios in their local communities for
several years. Not only have the circumstances underlying the original main studio waiver not changed
significantly since 1998, but the stations have, and will continue to maintain, files available for public
inspection in their local communities. Newport states that it will also maintain “a toll-free telephone
number and web site through which Salina and Hoisington residents can contact the station and obtain
programming and other information.” 64

IV.         CONCLUSION

     29. We have reviewed the proposed merger and related pleadings and conclude that grant of the
applications as conditioned herein will comply with the Commission’s rules. We conclude that the
applicants are fully qualified and that grant of above-captioned assignment applications, subject to the
conditions set forth in this order, will serve the public interest, convenience, and necessity.

V.          ORDERING CLAUSES

     30. Accordingly, IT IS ORDERED, that the request for a continuing waiver of Section 73.1125(a)
of the Commission’s Rules to permit station KOCW(TV), Hoisington, Kansas, and station KAAS-TV,
Salina, Kansas to utilize station KSAS-TV, Wichita, Kansas, as their main studio IS GRANTED.

     31. IT IS FURTHER ORDERED, that the petition of Buckley Broadcasting of Monterey seeking
reconsideration of the Commission decision Shareholders of the Ackerley Group, Inc., 17 FCC Rcd
10828 (2002) IS DENIED in part, and DISMISSED in part.



58
     47 C.F.R. § 73.1125(d)(2).
59
     Letter from Barbara A. Kreisman, Chief, Video Services Division, to John M. Burgett, dated February 12, 1998.
60
     Clear Channel Broadcasting Licenses, Inc., Assignment Application, at Exhibit 15, page 11.
61
     Id. at Exhibit 15, page 13.
62
     Id. at Exhibit 15, pages 11-12.
63
     Id. at Exhibit 15, page 10.
64
     Id. at Exhibit 15, page 13.

                                                          12


                                 Federal Communications Commission                             FCC 07-201


      32. IT IS FURTHER ORDERED, that the applications for consent to assign the licenses of the
stations listed in the Appendix ARE GRANTED, SUBJECT TO THE FOLLOWING
CONDITIONS: (1) Newport Television LLC shall come into compliance with the local television
ownership rule in the Bakersfield, California; San Francisco-Oakland-San Jose, California; Santa
Barbara-Santa Maria-San Luis Obispo, California; Salt Lake City, Utah; Fresno-Visalia, California; San
Antonio, Texas and Monterey-Salinas, California markets within six months of consummation of the
proposed transaction by Providence Equity Partners, Inc., either divesting its interest in Univision
Communications, Inc., or the post-merger Newport otherwise divesting those broadcast station licenses
necessary to come into compliance with the local television ownership rule in the above seven markets.
To ensure that Newport and/or PEP has brought itself into compliance with the local television ownership
rule in the above seven markets following expiration of the six-month period, the parties must ensure
either that: (A) within 60 days of release of this order, PEP files evidence of a binding commitment to
transfer its interest in Univision to a divestiture trust within 6 months of consummation, including a copy
of the trust agreement, if full compliance with the local television ownership rule has not been achieved
within six months of consummation; or (B) within 60 days of release of this order, Newport files
applications seeking to assign those broadcast licenses necessary to come into compliance with the local
television ownership rule in each of the affected markets to a divestiture trust, along with a copy of the
trust agreement, which the Commission shall entertain, if full compliance with the local television
ownership rule has not been otherwise achieved within six months of consummation; (2) Newport shall
come into compliance with the local television ownership rule in the Jacksonville, Florida, market within
six months of consummation of the instant transaction by divestiture of either station WAWS(TV),
Jacksonville, Florida, or station WTEV-TV, Jacksonville, Florida. To ensure that Newport does not hold
television stations in violation of the local television ownership rule in the Jacksonville market following
expiration of the six-month period, Newport must file an application seeking to assign the license of
either station WAWS(TV) or WTEV-TV to a divestiture trust, along with a copy of the trust agreement,
within 60 days of release of this order, which the Commission shall entertain if full compliance with the
local television ownership rule has not been otherwise achieved within 6 months of consummation; and
(3) PEP must come into compliance with the condition placed in the 2007 Univision Order, 22 FCC Rcd
5842, 5860 (2007), prior to consummation.



                                                  FEDERAL COMMUNICATIONS COMMISSION




                                                  Marlene H. Dortch
                                                  Secretary




                                                    13


                              Federal Communications Commission                     FCC 07-201



                                           APPENDIX

          Authorizations to be Assigned from Wholly Owned Subsidiaries of Clear Channel
                         Communications, Inc., to Newport Television LLC

     Licensee               Call Sign(s)                    Facility ID       File Number
                                                            Number(s)

Clear Channel       WPMI-TV, Mobile, AL             11906                 BALCT-20070504ADI
Broadcasting        KUCW(TV), Ogden, UT             1136                  BALCT-20070504AEK
Licenses, Inc.      WPTY-TV, Memphis, TN            11907                 BALCT-20070504ADZ
                    WAWS(TV), Jacksonville, FL      11909                 BALCT-20070504ADM
                    KOKI-TV, Tulsa, OK              11910                 BALCT-20070504ADV
                    KSAS-TV, Wichita, KS            11911                 BALCT-20070504ADT
                    KAAS-TV, Salina, KS             11912                 BALCT-20070504ADS
                    KLRT-TV, Little Rock, AR        11951                 BALCT-20070504ADJ
                    WXXA-TV, Albany, NY             11970                 BALCT-20070504ADU
                    WTEV-TV, Jacksonville, FL       35576                 BALCT-20070504ADN
                    WJTC(TV), Pensacola, FL         41210                 BALCT-20070504ADO
                    KASN(TV), Pine Bluff, AR        41212                 BALCT-20070504ADK
                    KMYT-TV, Tulsa, OK              54420                 BALCT-20070504ADW
                    KMUV-LP, Monterey, CA           59362                 BALTTL-20070504ADL
                    WLMT(TV), Memphis, TN           68518                 BALCT-20070504AEA
                    WJKT(TV), Jackson, TN           68519                 BALCT-20070504ADY
                    KTVX(TV), Salt Lake City, UT    68889                 BALCT-20070504AER
                    WHP-TV, Harrisburg, PA          72313                 BALCT-20070504ADX
                    KOCW(TV), Hoisington, KS        83181                 BALCT-20070504ADR
                    KSAS-LP, Dodge City, KS         11967                 BALTTL-20070504ADP
                    KAAS-LP, Garden City, KS        11968                 BALTTL-20070504ADQ
                    K45FW, Price, UT                68879                 BALTT-20070504AEO
                    K51BK-D, Aurora, UT             68882                 BALDTT-20070504AEC
                    K18FU-D, Rural Beaver           68887                 BALDTT-20070504AEP
                    County, UT
                    K13QK, Virgin, UT               70949                 BALTTV-20070504AEX
                    K1100, Pine Valley, UT          70957                 BALTTV-20070504AEL
                    KUWB-LP, Bloomington, UT        70960                 BALTTL-20070504AED
                    K34CX, Apple Valley, UT         70970                 BALTT-20070504AEB
                    K09SU, Hildale, UT              70973                 BALTTV-20070504AEH
                    K05BU, Enterprise, UT           70974                 BALTTV-20070504AEG
                    K31IS-D, Toquerville, UT        70987                 BALDTT-20070504AEW
                    K28EA, Washington, UT           70995                 BALTT-20070504AEZ
                    K69CT, St. George, UT           70999                 BALTT-20070504AEV
                    K28DV, Evanston, WY             74268                 BALTT-20070504AFC
                    K24GK, Salina, UT               128228                BALTT-20070504AEQ
                    K51IC, Springlen, UT            128236                BALTT-20070504AET
                    K14LW, Myton, UT                128240                BALTT-20070504AEJ
                    K17GT-D, Price, UT              128241                BALDTT-20070504AEM
                    K40HS, Duchesne, UT             128242                BALTT-20070504AEE
                    K48JD, Santa Clara and          129687                BALTT-20070504AES
                    Washington, UT
                    K45IA, Rock Springs, WY         131206                BALTT-20070504AFB
                    K31FW, Mountain View, WY        131213                BALTT-20070504AFA
                    K35HI, Dutch John, UT           131214                BAPTT-20070504AEF
                    K43JF, Manti/Ephraim, UT        131215                BAPTT-20070504AEI
                    KMUV-LD, Monterey, CA           167544
                                                   14


                               Federal Communications Commission             FCC 07-201


                     K52KG-D, Washington, UT       167545          BALDTT-20070504AEY
                     K25JS-D, St. George, UT       167546          BALDTT-20070504AEU
                     K24HP-D, Price, etc., UT      167548          BAPDTT-20070504AEN
Citicasters Co.      WKRC-TV, Cincinnati, OH       11289           BALCT-20070504AFH

Central NY News,     WIVT(TV), Binghamton, NY      11260           BALCT-20070504AFI
Inc.                 WWTI(TV), Watertown, NY       16747           BALCT-20070504AFN
                     WSYR-TV, Syracuse, NY         73113           BALCT-20070504AFL
                     WHAM-TV, Rochester, NY        73371           BALCT-20070504AFK
                     WBGH-CA, Binghamton, NY       15569           BALTTA-20070504AFJ
                     W07BA, Syracuse-DeWitt, NY    73114           BALTTV-20070504AFM
CCB Texas            WOAI-TV, San Antonio, TX      69618           BALCT-20070504AFO
Licenses, L.P.

Capstar TX Limited   WETM-TV, Elvira, NY           60653           BALCT-20070504AFP
Partnership

Bel Meade            KKEY-LP, Bakersfield, CA      18750           BALTVL-20070504AFR
Broadcasting         KKEY-LD, Bakersfield, CA      167607
Company, Inc.

Ackerley             KTVF(TV), Fairbanks, AK       49621           BALCT-20070504AFS
Broadcasting         KION-TV, Monterey, CA         26249           BALCT-20070504AFW
Operations, LLC      KFTY(TV), Santa Rosa, CA      34440           BALCT-20070504AGA
                     KGET-TV, Bakersfield, CA      34459           BALCT-20070504AFV
                     KMCB(TV), Coos Bay, OR        35183           BALCT-20070504AGB
                     KTCW(TV), Roseburg, OR        35187           BALCT-20070504AGH
                     KMTR(TV), Eugene, OR          35189           BALCT-20070504AGE
                     KVOS-TV, Bellingham, WA       35862           BALCT-20070504AGK
                     KCOY-TV, Santa Maria, CA      63165           BALCT-20070504AFZ
                     K07NJ, Delta Junction, AK     49617           BALTTV-20070504AFT
                     K06LA, Healy, AK              49626           BALTTV-20070504AFU
                     K44DN, Paso Robles, CA        63172           BALTT-20070504AFX
                     KKFX-CA, San Luis Obispo,     33870           BALTTA-20070504AFY
                     CA
                     K46AS, Coos Bay, OR           35188           BALTT-20070504AGC
                     KMOR-LP, Eugene, OR           25325           BALTTL-20070504AGD
                     K03CQ, Mapleton, OR           39855           BALTTV-20070504AGF
                     K05DF, Mapleton, OR           39854           BALTTV-20070504AGG
                     K31AE, Sutherlin, OR          35172           BALTT-20070504AGI
                     K22GX, Tri City, OR           35184           BALTT-20070504AGJ
Ackerley             KGPE(TV), Fresno, CA          56034           BALCT-20070504AGL
Broadcasting
Fresno, LLC




                                                  15


                                 Federal Communications Commission                             FCC 07-201


                                 DISSENTING STATEMENT OF
                               COMMISSIONER MICHAEL J. COPPS

     In the Matter of Clear Channel Broadcasting Licenses, Inc., et al. and Newport Television LLC

         No one should be under any illusion that Clear Channel’s sale of its 35 full-power television
stations strikes a blow for de-consolidation. After this transaction closes and all divestitures have
occurred, Providence Equity Partners will have attributable interests in a whopping 86 television stations
and 99 radio stations in the United States, as well as interests in media companies around the world such
as MGM studios (largest shareholder), Yes Network, Hallmark Channel, and Warner Music Group. You
will search this Order in vain, however, for any mention of the scope of Providence’s holdings or how
they potentially affect our public interest analysis.

        What makes this case particularly different than other license transfers from one media giant to
another is the fact that this one involves private equity. In the Univision Order last March, I urged the
Commission to examine the impact of private equity on our ability to ensure that licensees protect, serve
and sustain the public interest. Unfortunately, that has not happened. Instead, we close our eyes and
pretend that nothing has changed. We proceed without knowing how segments of the conglomerate are
controlled and managed. How, amid such murky shadows, does a regulator protect the public interest?
Why doesn’t the Commission have enough curiosity to even ask?

         I don’t claim to have all the answers here, but I have plenty of questions. What are the financial
and public interest implications of private equity investment? Can our attribution rules can keep up with
these complex and opaque ownership structures? Why haven’t we studied what happens to long-term
investment in communications when a private equity firm takes control? Do such entities usually take the
longer view because they are not subject to the pressures of Wall Street, or are we beginning to see more
of a “strip it and flip it” pattern? How will a purchaser’s assumption of massive amounts of debt affect its
stewardship of the airwaves? For broadcast stations, what happens to newsgathering and other
programming of local interest? There are many other questions. Our lack of answers to them, coupled
with Commission willingness to plunge ahead in spite of its appalling unawareness, is chilling. When we
proceed without adequate information to approve this new kind of media consolidation, we are heading
into dangerous waters.

        Doing our job depends on our ability to assess who actually influences licensees’ editorial
decisions and financial strategy. As Chairmen Dingell and Markey noted in a July 12, 2007 letter to
Chairman Martin:

        History also suggests that private equity ownership is marked by a management structure that is
        not overly transparent and by fluid asset management where actual holdings and control may vary
        significantly, as properties are bought and sold. These historical styles may not be consistent
        with many of the core public interest and localism values that Congress has assigned to local
        media and may implicitly undermine the Commission’s media ownership rules.

        We need to heed such counsel. Many industries, not just communications, have gotten themselves
into serious difficulties by heading off on seemingly promising and fashionable tangents without asking
the questions they should have asked. The outcomes have often been disastrous to the businesses
themselves, to customers, and to the country’s well-being. It’s time to get serious about this.

        Because we proceed down such a blind alley, I must dissent from today’s decision.



Document Created: 2007-11-30 17:17:45
Document Modified: 2007-11-30 17:17:45

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