Attachment Nexstar-Media Genera

Nexstar-Media Genera

MEMORANDUM OPINION AND ORDER submitted by MB Docket No. 16-57

order

2017-01-11

This document pretains to SES-ASG-20160615-00517 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2016061500517_1164665

                                  Federal Communications Commission                        DA 17—23


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

  In the Matter of Applications for                      )
                                                         )
     Consent to Transfer Control of License —            )     MB Docket No. 16-57
     Subsidiaries of Media General, Inc., from           )
     Shareholders of Media General Inc to Nexstar        )     File Nos. BTCCDT—20160210AHP et al.
  ~ Media Group, Inc.                                    )
                                                         )
    Consent to Assign the Licenses Held by LIN           )    File No. BALCDT—20160211AAB _
   \Television Corp. to Nexstar Broadcasting, Inc.       )
                                                         )
    Consent to Assign the License of KREG—TV,            )    File No, BALCDT—20160517AAD
    Glenwood Springs, Colorado from Nexstar              )
    Broadcasting, Inc. to Marquee Broadcastmg            )
    Colorado Inc.                                        )
                                                         )
    Consent to Assign the License of WCWJ,               )    File No. BALCDT—20160615AAV .
    Jacksonville, Florida from Nexstar Broadcasting,     )
    Inc. to Graham MediaGroup, Florlda, Inc.             )
                                                         )
    Consent to Assign the License of WSLS—TV,           )     © File No. BALCDT—20160615AAY
    Roanoke, Virginia from a License Subsidiary of      )
    Media General, Inc. to Graham Media Group,          )
 © Virginia, LLC                                        )
                                                        )
    Consent to Assign the Licenses of WBAY—TV,          )     File Nos. BALCDT—20160610ABG and
    Green Bay, Wisconsin and KWQC—TV, Davenport, _ )          BALCDT—20160610ABI
    Towa, from License Subsidiaries of Media General, )
    Inc. to Gray Television Licensee, LLC               )
                                                        )
    Consent to Assign the Licenses of KQTV, St.         )     File Nos. BALCDT-201606I7AAU and
— Joseph, Missouri and WFFT—TV, Fort Wayne,             )     20160617AAW
    Indiana, from Nexstar Broadcasting, Inc. to _       )
    Subsidiaries of USA Television MidAmerica           )
    Holdings, LLC                                       )
                                                        )
    Consent to Assign the Licenses Held by              )     File Nos. BALCDT—20160617AAX et al.
    Subsidiaries of Media General, Inc. to Subsidiaries )
    of USA Television MidAmerica Holdings, LLC          )
                                                        )
    Consenf to Assign the License of KADN—TV,           )     File No. BALCDT—20160603AAJ —
   Lafayette, Louisiana, from Nexstar Broadcasting,     )
   Inc. to BCBL License Subsidiary, LLC                 )
                                                        )
    Consent to Assign the License of KASA—TV, Santa )         File No. BALCDT—20160708ABF
   Fe, New Mexico from a Subsidiary of Media            )
   General, Inc. to Ramar Communications, Inc.          )


                                    Federal Communications Commission                                   DA 17—23

                                 MEMORANDUM OPINION AND ORDER

 Adopted: January 11, 2017                                                          Released: January 11, 2017 _
 By the Chief, Media Bureau and Chief, Wireless Telédommuniéations Bureau:

 T.      INTRODUCTION
    —     1.     The Federal Communications Commission ("Commission"), by th% Chief, Medla Bureau,
 pursuant to delegated authority, grants the applications in the attached Appendix A:(the "Applications")
 that seek consent to transfer control of licenses held by subsidiaries of Media General, Inc. ("Media
 General" or "MEG") from the shareholders ofMedia General to Nexstar Media Group, Inc. (collectively,
 with Nexstar Broadcasting, Inc. ("NBI"), the "Applicants").‘ We further grant the unopposed divestiture
 applications listed in Appendix B that have been filed to bring the post—transaction Nexstar into
 compliance with the Local Television Ownership Rule and the national audience reach cap. As a result
 of these divestitures, we find that Nexstar, following consummation,.will be in compliance with the Local
 Television Ownership Rule in the seven markets where the trarisaction would otherwise have resulted in —
 violations, as well as be in compliance with the national audience reach cap.* Further, the Commission,
 by the Chief, Wireless Telecommunications Bureau ("WTB"), waives the prohibition on consummation _
 of the transaction during the broadcast television spectrum incentive auction ("Incentive Auction"), which
 remains ongoing. We emphasize that our grant of this waiver is unique to the specific facts presented by
the transactxon
     0 2.       Three parties have filedpetitions to deny and/or pleadings opposing or seeking conditions
on a grant ofthe Applications: (1) Cox Communications, Inc. ("Cox"); (2) DISH Network L.L.C., the
American Cable Association, and ITTA (collectively, "DISH et al."); and (3) Communications Workers
of America, Free Press, Common Cause, Public Knowledge, and the Open Technology Institute at New
America (collectively, "CWA et al.") (collectively, the "Petitioners")." For the reasons set forth below,

* NBI is a wholly owned subsidiary of Nexstar Broadcasting Group, Inc. ("Nexstar"). The Applicants initially
sought to assign two station licenses held by LIN Television Corp. ("LIN") to NBI. Subsequently, an FCC Form
316 was filed to conform these sales to the overall structure of the transaction. Consummation of the original
license assignment and pro forma 316 will occur simultaneously.
247 C.F.R. § 73.3555(b).
3 47 C.F.R. § 73.3555(e)(1). The applications seek consent to assign certain licenses from NBI andlicense
subsidiaries of Media General to Marquee Broadcasting Colorado, Inc. ("Marquee"); subsidiaries of Graham Media
Group, Inc. ("Graham"); Gray Television Licensee, LLC ("Gray"); subsidiaries ofUSA Television MidAmerica
Holdings, LLC ("USA Television MidAmerica"); BCBL License Subsidiary, LLC ("Bayou"); and Ramar
Communications, Inc. ("Ramar").
4 See Amendment ofSection 73.3555(e) ofthe Commission‘s Rules, National Television Multiple Ownership Rule,
Report and Order, 31 FCC Red 10213 (2016) (~UHF Discount Report and Order") (eliminating the UHF discount,
which allowed commercial broadcast television station owners to attribute only 50 percent of the television
households to television stations broadcasting in the UHF spectrum), appealpending sub nom. TWenty—First Century
Fox, Inc. v. FCC, Case No. 16—1324 (D.C. Cir.).
5 Cox Communications, Inc. "Petition for Conditions" (filed March 18, 2016) ("Cox Petltlon”) DISH Network,
L.L.C., The American Cable Association, and ITTA Petition to Deny or Impose Conditions (filed March 18, 2016)
(“DISH Petition"); and Communications Workers of America, Free Press, Common Cause, Public Knowledge, and
the Open Technology Institute at New America Petition to Deny (filed March 18, 2016) ("CWA Petition"). On
February 26, 2016, the Media Bureau announced "permit—but—disclose" ex parte status for this proceeding, Media
‘Bureau Announces Permit—But—Disclose Ex Parte Statusfor Applications Filedfor the Transfer ofControl and
Assignment ofBroadcast Television Licensesfrom Media General, Inc., to Nexstar Broadcasting Group, Inc., Public
Notice, 31 FCC Red 1345 (MB 2016). On June 3, 2016, the Bureau issued a letter requesting further information
from Nexstar to support the certifications contained in the Comprehensive Exhibit and Applications. Letterfrom

                                                       2


                                    — Federal Communications Commission                                    DA 17—23 '



 we deny these petitions. In addition, we grant seven continuing "satellite exemptions" to the Local
 Television Ownership Rule pursuant to Note 5 of Section 73.3555 of the Commission‘s rules (the
  "rules")," and grant two "failing" station waivers ofthe Local Television Ownership Rule, pursuant to
 ‘Note 7 of Section 73.3555of the rules." Finally, we dismiss as moot requests for temporary waiver ofthe
~ Local Television Ownership Rule for six legacy joint sales agreements ("JSAs") with in—market
  broadcasters. We find that grant of the applications will pose no competitive harm and will otherwise
  serve the public interest, convenience and necessity.*
 II.     _— BACKGROUND
          A.      Trfinsaction
          3.       On September 28, 2015, Nexstar made an unsolicited offer to acquire Media General for
 a total transaction value of approximately $4.1 billion. This offer came after Media General had already
 announced on September 8, 2015, that it had entered into a definitive agreement to merge with Meredith
 Corp. The Media General Board of Directors hired investment and legal advisors in early October 2015
 to review the Nexstar offer. On November 16, 2015, Media General announced that it would enter into
 negotiations with Nexstar regarding its proposal. On January 27, 2016, Meredith and Media General
terminated their agreement. As consideration, Meredith received $60 million and the opportunity to
purchase certain Media General assets in the future. On the same day, Nexstar and Media General
announcedthat they had reached agreement on a stock and cash transaction valued at approximately $4.6
billion.
          4.      The Applications seek consent to the long—form transfer of control of 28 license
subsidiaries of Media General to Nexstar.° Currently, Media General holds through its subsidiaries 67 _
full power television stations, 119 Class A and low—power television stations,‘" and various land mobile
and earth station licenses." The transaction is an acquisition of Media General by Nexstar througha . .
series of mergers that will be completed contemporaneously at a single closing." At the conclusion of the
transaction, all of the Media General license subsidiaries will be direct or indirect wholly owned
subsidiaries of Nexstar and will hold all the same broadcast licenses that they currently do." Upon
completion of the transaction, Nexstar will change its name to Nexstar Media Group, Inc."*


William T. Lake, Chief, Media Bureau, to Elizabeth Ryder, Senior Vice President and General Counsel, Nexstar
Broadcasting, Inc., dated June 3, 2016 "(Request for FurtherInformatlon”)
647 C.F.R. §73.3555(b), note 5.
747 C.F.R. §73.3555(b), note 7. .
8 The United States Department of Justice ("DOJ") required Nexstar to divest seven broadcast stations in order to
proceed with its acquisition of Media General. 81 Fed. Reg. 63206 (Sep. 14, 2016) (notifying the public of the filing —
of a Complaint, proposed Final Judgment and Competitive Impact Statement with the United States District Court
for the District of Columbia). On September 15, 2016, the Federal Trade Commission granted early termination
under the Hart—Scott—Rodino Act Premerger Notification Program.
? See Nexstar—Media General Merger Applications, Att. 6, Comprehensive Exhibit at 1 ("Comprehensive Exhlblt”)
"®Td. at 13—18.
4 The Applicants filed separate applications for Commission consent to transfer control of Media General
subsidiaries‘ earth station, microwave, and land mobile facilities. Comprehensive Exhibit at 1 n.2, 24. See
Shareholders ofMedia General, Inc. and ShareholdersofLIN Media, LLC, Memorandum Opinion and Order, 29
FCC Red 14798 (MB 2014) ("Media General/LIN").        |
2 Comprehensive Exhibit at 3.
} Id,
4 Id. at 1 n.1


                                       Federal Communications Commission                                      DA 17—23


           5.       Approximately 66.6 percent of the shares of post—acquisition Nexstar will be held by its
  current shareholders and the remaining 33.4 percent by current shareholders of Media General. On
  consummation, each share of Media General common stock will be converted into the right to receive:
 (1) 0.1249 shares ofNexstar common stock, (ii) $10.55 per share in cash, and (iii) a contingent value right
 (@CVR") attached to each share of Media General common stock."
         6.       The Local Television Ownership Rule allows an entity to own two television stations
 licensed in the same Nielsen designated market area ("DMA" or "market") that have digital noise limited —
 service contours overlap if: (1) at least one of the stations is not ranked among the top four stations in the
 DMA; and (2) at least eight independently owned and operating, full power commercial and non—
 commercial educational television stations would remain in the DMA after the transaction." Nexstar and
 Media General both currently own full—power television stations in seven DMAs: (i) Davenport, Iowa—
 Rock Island—Moline, Illinois; (ii) Fort Wayne, Indiana; (iii) Green Bay—Appleton, Wisconsin; (iv)
 Lafayette, Louisiana; (v) Roanoke—Lynchburg, Virginia; (vi) Terre Haute, Indiana; and (vii)
 Albuquerque—Santa Fe, New Mexico." The Applications state that common ownership ofthe existing
~ Nexstar and Media General stations in these markets would result post—consummation in Nexstar owning
 two of the four highest—ranked stations in the market based on Nielsen all—day audience share, in violation >
 of the Local Television Ownership Rule. The Applicants have filed divestiture applications to come into _
 compliance in each market.                                     —
          7.      The national audience reach cap prohibits the transfer of a licensee for a commercial
 television broadcast station if the transfer will result in the transferee having an attributable interest in
 television stations that reach greater than 39 percent of the national audience." The Applicants have
 committed to divesting five additional stations at or prior to consummation of the transaction to comply
 with the national audience reach cap: (i) KREG—TV, Denver, Colorado (Nexstar); (ii) WCWJ,
 Jacksonville, Florida (Nexstar); (iif) KIMT, Rochester, Minnesota—Mason City, Iowa—Austin, Minnesota
 (Media General); (iv) WLFI—TV, Lafayette, Indiana (Media General); and (v) KQTV, St. Joseph,
 Missouri (Nexstar). Nexstar has certified that, as a result of the necessary divestitures, it will have an




 5 Nexstar currently has two related shareholders, MSD Torchlight Partners, L.P. and MSD Torchlight Partners,
 whose combined interests are attributable due to the number of shares they own. Those shareholders also hold
 attributable interests in other non—Nexstar televisionstations. In their Applications, the Applicants state that MSD
 Partners, L.P, in its capacity as investment manager for those two shareholders, will execute a Voting and Proxy
 Agreement with Nexstar to ensure that their combined voting interest in Nexstar following consummation will fall
 below the five percent attribution threshold. The executed agreement was filed on October 18, 2016.
 16 47 C.F.R. § 73.3555(b). See also 2014 Quadrennial Regulatory Review — Review ofthe Commission‘s Broadcast . .
. Ownership Rules and Other Rules Adopted Pursuant to Section 202 ofthe Telecommunications Act of 1996, Second
  Report and Order, 31 FCC Red 9864, 9885, 9895, paras. 52, 78 (2016) ("2016 Quadrennial Second Report and
  Order") (finding that the Local Television Ownership Rule, with slight modifications, continues to be necessary to
 serve the public interest as a result of competition and replacing the analog Grade B contour with the digital noise
 limited contour), The revised standard went into effect on December 1, 2016. See id. at 10024,para 381; 81 Fed.
 Reg. 76220 (rel. Nov. 1, 2016) (announcing December 1, 2016 effective date).
 17 Comprehenswe Exhibit at 25—27. Without divestitures, Nexstar would own the following combinations in
 "overlap markets:" (i) WHBF—TV, Rock Island, Illinois (Nexstar) and KWQC—TV, Davenport, Iowa (Media
~General); (ii) WFFT—TV (Nexstar) and WANE—TV, Ft. Wayne, Indiana; (iii) WFRV—TV (Nexstar) and WBAY—TV.
 (Media General), Green Bay, Wisconsin; (iv) KADN—TV (Nexstar) and KLFY—TV (Media General), both Lafayette,
 Louisiana; (v) WFXR (Nexstar) and WSLS—TV (Media General), Roanoke, Virginia; (vi) WTWO (Nexstar) and
 WTHI—TV (Media General), Terre Haute, Virginia; and (vii) KRQE, Albuquerque New Mexico, and KASA—TV,
 Santa Fe, New Mexico, both of which are owned by Media General.                                         —
 447 C.FR. § 73.3555(e6)(1).


                                      Federal Communications Commission                                   DA 17—23



   attributable interest in television stations having an aggregate national audience reach of 38.905 percent
   calculated without applying the previous UHF discount.‘""                             -

                B.     Pleadings
           8. ._   Cox asserts that 55 percent of its video subscribers reside in DMAs with broadcast
  television stations owned by Nexstar or Media General, and that the proposed transaction‘s aggregation of
  market power to create the largest broadcast station group in the nation would threaten significant
   anticompetitive effects and other public interest harms."" Specifically, Cox argues that this
   disproportionate over—representation in the Cox region would give the post—merger Nexstar the incentive
   and ability to extract unreasonable fees and to inflict related harms through retransmission consent
  negotiations with Cox. Cox requests that the following conditions be placed on any grant: (1) in the
  event of a retransmission consent dispute between Cox and post—transaction Nexstar, Nexstar must submit
  to mediation overseen by the Commission; (2) during such dispute, Nexstar must continue interim
  carriage of its broadcast signals on the terms set forth in the expiring agreements;"‘ and (3) Nexstar or
  Media General may not spin off any stations in overlap markets to any "sidecar" entity in which Nexstar
  or Media General has a significant interest."

          9.      DISH et al. also asserts that Nexstar‘s aggregation of market power will give it increased
  negotiating leverage.* DISH et al. argues that the transactionthreatens to drive up retransmission
  consent fees (and consumer prices) and to increase the risk and incidence of broadcast programming       _
  blackoutsin the impacted DMAs. The DISH Petition asserts that both Nexstar and Media General have
  used consumers as pawns in negotiations with pay—television operations and have harmed consumers by
  repeatedly blacking out programming during contractual disputes."* They ask that the Commission
  designate the Applications for hearing or, at a minimum, require the post—merger Nexstar to submit to
  "baseball—style" arbitration with interim carriage during retransmission consent disputes.""
           10.    CWA et al. asks that the Commission dismiss the Applications or designate them for
  hearing."" CWA et al. argues that Nexstar does not attempt to demonstrate why allowing it to grow to
. such a size would be in the public interest."" The CWA Petition also asserts that the 2002 Biennial
  Review Order made clear that the Commission would not allow JSA relationships to be continued if the
  licensees were sold and, therefore, argues that the request to bring six "legacy JSAs"into compliance by




  ? Comprehensive Exhibit at 46. The Applicants also certify that the proposed common ownership in four markets
  where a Media General subsidiary is the licensee of one or two full—power television stations and Nexstar holds
  attributable interest in various radio stations complies with the Commission‘s Radio—Television Cross Ownership
  Rule. Comprehensive Exhibit at 2, 28—30 (citing 47 C.F.R. § 73.3555(c)).                      |
  * Cox Petition at 6—12.
  * Id. at 12—15.
  22 Id. at 15.
 23 DISH Petition at 12—13.
— *# IJ at 1, 10—12.
 25 Id. at 14.
 26 CWA Petition.
 *? Id. at 3.


                                        Federal Communications Commission                                    DA 17—23


  September 30, 2025, should be denied.® Finally, it argues that Nexstar has failed to adequately
  demonstrate how granting such a waiver would be in the public interest."

            11.        Media General and Nexstar argue, as an initial matter, that the Petitioners have failed to
  establish standing."" Their Consolidated Opposition also asserts that the Petitioners‘ contentions about
  Nexstar growing too large are inappropriate in the adjudicatory proceeding at issue here; that the
  Petitioners are blatantly attempting to end—run the rulemaking process; andthat the Commission‘s
  national audience reach cap is designed specifically toprovide a bright line rule for broadcast
  acquisitions." Media General and Nexstar further rebut the position of CWA et al. regarding the legacy
  JSAs, arguing that the 2016 Consolidated Appropriations Act‘? unambiguously grandfathered these
  agreements through 2025 and the Commission has never officially taken a contrary position."" Finally,
  they maintain that the arguments regarding retransmission consent are more properly the subject of a ©
  rulemaking proceeding."                         .
          12. > In its reply, Cox responds that the harms at issue here — excessive prices; increased
  blackout risks; and aggregation of market power —— are transaction—specific, and that narrowly tailored
  conditions are appropriate."" Cox reiterates that the Commission has ample legal authority to impose the _
  proposed conditions, and that mediation and interim carriage conditions are necessary to address the
  harms identified in its Petition.""                        '                         —
           13.     CWA et al. filed a Reply defending its standing to participate on the basis that the
  declaration that it submitted is sufficient and that, so long as one party establishes standing, other parties
  will be treated as having standing as well."" The CWA Reply also argues that, while existing JSAs
  entered into prior to March 31, 2014, were grandfathered until 2025 pursuant to the 2016 Consolidated
  Appropriations Act, that statute did not address whether JSAs would survive the transfer of a hcense38
         14.    DISH et al. responds that it has standing becauseit demonstrated that DISH, ACA‘s
  members, and ITTA‘s members each retransmit certain local broadcast stations owned by the Applicants
  and expect to negotiate in the future for continued retransmission of these stations."" The DISH Reply
  also reiterates that CWA et al. have made merger—specific factual allegations, namely, that the merger is
  not in the public interest because it would make blackouts more likely."®" DISH et al. emphasizes that the




 28 CWA Petition at 6.
 * Id. at 7—9.
 3° Consolidated Opposition to Petitions to Deny ("Consolidated Opposition") (filed Apr. 14, 2016) at 2—4.
 3 Id. at 5—12.    _
 32 Consolidated Appropriations Act, 2016, § 628, P.L. 114—113 (2015).
 33 Consolidated Opposition at 20—32.
3 Id. at 32—47.
35 Cox Reply at 2—8.
 36 Id. at 9—48.
 7 CWA Reply at 2 (citations omltted). —
 * Id. at 2—3.
 3: DISH Reply at 2—4.
 4 Id. at 5—6.


                                       Federal Communications Commission                 _                      DA 17—23


  Commission‘s review of this transaction is not limited to whether the merged company wfll exceed the
  relevant ownershlp cap.4

  III,.     DISCUSSION
    ~o~    A        Standing
           15.     Under the Act,* only a "party in interest" has standing to file a petition to deny. The
  petition to deny must contain specific allegations of fact demonstrating that the petitioner is a party in
— interest andthat grant of the application would be inconsistent with the public interest, convenience and
  necessity." The allegations of fact, except for those of which official notice may be taken, must be
 supported by an affidavit or declaration underpenalty of perjury ("declaration") of someone with personal
 knowledge of the facts alleged.4* In general, a petitioner in a transfer proceeding also must allege and
 prove that: (1) it has suffered or willsuffer an injury in fact; (2) there is a causal link between the
 proposed assignment and the injury in fact; and (3) that not granting the assignment would remedy or
 prevent the injury in fact.*" In the case of viewer standing, the petitioner must allege that it is a resident of
 the station‘s service area and a regular viewer ofthe station."" An organization can establish standing on
 behalf of its members if it provides an affidavit or declaration "of one or more individuals entitled to
 standing indicating that the group represents local residents and that the petition is filed on their behalf,""
           16.     Consistent with recent precedent, we find that Cox and DISH et al. have met the
 requirements for standing because they have alleged that grant of the Applications will have specific,
 negative effects on themselves or their members (in the case of ITTA and ACA), and claim that those
 harms can be cured by dismissal or denial ofthe Applications." In the case beforeus, Cox and the DISH,
 et al. signatories each filed similar affidavits attesting that they or their respective member companies
 provide MVPD service and negotiate for retransmission consent from local broadcast television stations
 owned by Nexstar and Media General."


 4 Id. at 7—11.
 42 47 U.S.C. §309(d); 47 C.F.R. § 73.3584.
 4 47 U.S.C. §309(d).
 4 IJ,
 45 See, eg. Lyujan v. Defenders of Wildlife, 504 U.S. 555 (1992); MCI Communications Corp., Memorandum
— Opinion and Order, 12 FCC Red 7790 (1997); Timothy K. Brady, LetterOrder, 20 FCC Red 11987 (MB Aud. Div.
 2005).
 5 See Rainbow/PUSH Coalition, 330 F.34 1235 (D.C. Cir. 2005). With respect to viewer standing, it is not
 necessary for a petitioner to make a separate showing that it has suffered an injury in fact. Factual allegations as to
 why grant of abroadcast application would not serve the public interest, combined with a showing of local
 residence, "supply the predicate for finding injury in fact." Petifionfor Rulemaking to Establish Standardsfor
 Determining the Standing ofa Party to Petition to Deny a Broadcast Application, Memorandum Opinion and Order,
 82 FCC 2d 89, 98—99 (1980).
 4 Cox Radio, Inc. & Summit Media, LLC, Letter, 28 FCC Red 5674, 5676, para. 2 n.12 (MB Aud. Div. 2013) ("Cox
 Radzo”)               >
 48 See Applicationsfor Consent to Transfer ofControlfrom License Subsidiaries ofAllbritton Communications Co..
 to Sinclair Television Group, Inc., Memorandum Opinion and Order, 29 FCC Red 9156, 9163, para. 23 (MB 2014)
 (rejecting a similar challenge to ACA‘s standing, relying on ACA‘s submission of a declaration that ACA member
 companies have retransmission consent agreements with multiple stations involved in that transaction, and rejecting
 a similar argument that any harms were not sufficiently specific or concrete) ("Allbritton/Sinclair").
 4 Cox Petition, Decl. of Andrew Albert at 1—2; DISH Petition at 9—10; DISH Petition, Decis. ofJeffrey H. Blum,
 Ross Liecberman, and Genevieve Morelli (attesting to the truth and correctness of the DISH Petition).


                                           Federal Communications Commission                             DA 17—23



          17.     We also find that CWA has established standing to file a petition to deny against the
 transfer of control of only one of the stations."" To demonstrate standing in this case, an organization
 must be acting on behalf of viewer members who have standing themselves."‘ We reject the Applicants‘
 argument that CWA et al. have failed to identify even a single direct, non—speculative injury that they _
 would suffer from grant of the Applications." In its Petition, CWA submitted an affidavit from a resident
 of an area served by Nexstar and Media General stations," and argues that the transaction would >
 significantly impede the Commission‘s competition and diversity goals contrary to the public interest.
 The Commission has found similar allegations to be sufficient to confer standing."* The affidavit that was
.submitted, however, came from a single member of CWA and only pertained to a single market,
 Youngstown, Ohio."" The remaining parties to the CWA petition did not submit affidavits.
          18.     . We find, consistent with precedent, that CWA‘s standing is geographically limited to the
market with respect to which viewer membership is identified in its declaration."5" We also find that the
remaining parties to CWA‘s petition lack standing because they failed to provide affidavits or
declarations, and we will treat Free Press, Common Cause, Public Knowledge, and the Open Technology




5° The other signatories to the CWA petition have not estabhshed standmg since none of the other organizations
provided affidavits or declarations.
51 See, eg., Applicationsfor Consent to T)‘ansfer of Control ofCertain Licensee Subsidiaries ofLocal TVHolding.s',
LLC, Memorandum Opinion and Order, 28 FCC Red 16850, 16853, para. 7 (MB 2013) ("Tribune IP); Cox Radio,
28 FCC Red at 5676, para. 2 n.12.
* Opposition at 3 (citing WBFM, Inc., Memorandum Opinion and Order, 47 FCC 2d 1267 (1974); License Renewal v
Applications ofCertain Broadcast Stations Licensedfor and Serving the Metropolitan Los Angeles, California Area,
Memorandum Opinion and Order, 68 FCC 2d 75 (1978)).
3 See CWA Petition, Declaration of Anthony Markata (attesting to residency inStruthers Ohio, served by stations
WYTV, WYFX, and WKBN, and stating membership in CWA).
4 See, eg., Allbritton/Sinclair, 29 FCC Red at 9163, para. 23.
55 CWA Petition, Declaration of Anthony Markata,
5$ Applications ofCertain Broadcast Stations Serving Communities in the State ofLouisiana, Memorandum Opinion
and Order, 7 FCC Red 1503, 1504, para. 4 (1992) ("The petition did not include statements from NAACP members
concerning WFPR(AM)/WHMD(FM), Hammond, Louisiana, WCKW(AM), Garyville, Louisiana, and WCKW FM,
LaPlace, Louisiana, Accordingly, we find that the petition to deny filed by
                                                                          the NAACP against these stations is
insufficient to establish standing[.]").


                                            Federal Communications Commission                                        DA 17—23


      Institute at New America as informal objectors."" To the extent that we fail to find standing, we will treat
      ‘the pleading as an informal objection and consider all allegations contained therein."*

               B.        Standard of Review and Bélance of Benefits and Harms
                19.     Section 310(d) of the Communications Act of 1934 ("the Act") provides that no station
      license shall be transferred or assigned unless the Commission, on application, determines that the public
      interest, convenience, and necessity will be served thereby. In making this assessment, the Commission
      must first determine whether the proposed transaction would comply with the specific provisions of the
      Act," other applicable statutes, and the Commission‘s rules."" If the transaction would not violate a °
      statute or rule, the Commission considers whether it could result in public interest harms by substantially
      frustrating or impairing the objectives or implementation ofthe Act or related statutes."" The Commission
      then employs a balancing process, weighing any potential public interest benefits of the proposed


      57 CWA et al.‘s reliance on Shareholders ofTribune, Memorandum Opinion and Order, 29 FCC Red 844 (2014), is
      misplaced. In that case, the Commission found it unnecessary to reach the question ofwhether an affidavit from a
      single member is sufficient to establish standing for an organization in all markets at issue in a transfer proceeding,
      but advised parties to provide such affidavits. I¢d. at 849, para. 15 and fn. 42. The Commission stated that the
      unique facts in that case, in which multiple proceedings in which the petitioners had submitted affidavits in the      _
      different affected markets were consolidated and the petitioners submitted additional affidavits during later stages of
     the proceeding, had a bearing on its permissive decision to grant standing. Zd. at 849, para. 15. No such complexity
    . is present here and, unlike the possibly confused petitioners in Tribune, CWA should have known that it needed an
     affidavit from a member—viewer in each affected market to obtain standing in those markets. 74. at 849, para. 15 and
     fo. 42. Furthermore, nothing in Shareholders ofTribune indicates that standing granted to one organization confers
     equal standing on a co—petitioner organization. Indeed, the Commission explicitly sorted out in which markets the
_    petitioner organizations in Shareholders ofTribune had standing rather than simply stating that all co—petitioners had
    ~ equal standing. Shareholders ofTribune, 29 FCC Red at 848—849, para. 15.                               —
     CWA et al. cites Massachusetts v. EPA, 549 U.$. 497, 518 (2007) and Rumsfeld v. Forum Acadeimic and
     Institutional Rights, Inc., 547 U.S. 47, 53 n.2 (2006) for the proposition that if one petitioner has standing that is
     sufficient for the case—or—controversy to be considered. Our ruling does not contradict that proposition. CWA has
     standing with respect to the Youngstown, Ohio market and we will treat it as a petitioner and fully consider the
     arguments raised in its petition. CWA‘s standing does not confer standing on its fellow petitioners, although we will
     treat them as informal objectors.
     * See Tribune II, 28 FCC Rod at 16853, para. 8.
     5° Section 310(d) requires that the Commission consider the applications as if the proposed transferee were applymg
     for the licenses directly, 47 U.S.C: § 310(d). See SBC Communications Inc. and AT&T Corp. Applicationsfor
     Approval ofTransfer ofControl, Memorandum Opinion and Order, 20 FCC Red 18290, 18300, para. 16 (2005)
     (CSBC—AT&T Order"), Verizon Communications, Inc. and MCI, Inc. Applicationsfor Approval of Transfer of
     Control, Memorandum Opinion and Order, 20 FCC Red 18433, 18442—43, para. 16 (2005) ("Verizon—MCI Order");,
     Applications ofNextel Communications, Inc. and Sprint Corporation, 20 FCC Red 13967, 13976, para. 20 (2005)
     ("Sprint—Nextel Order"); News Corp.—Hughes Order, 19 FCC Red at 483, para. 15;4pplicationsfor Consent to the
     Transfer ofControl ofLicensesfrom Comeast Corp. and AT&T Corp., Transferors, to AT&T Comeast Corp.,
     Transferee, Memorandum Opinion and Order, 17 FCC Red 23246, 23255, para. 26 ("Comeast—AT&T Order").
     ® See, eg., SBC—AT&T Order, 20 FCC Red at 18300, para. 16; Verizon—MCI Order, 20 FCC Red at 18442—43, para.
     16;, Applicationsfor Consent to the Assignment ofLicenses Pursuant to Section 310(d) ofthe Communications Act
    from NextWave Personal Communications, Inc., Debtor—in—Possession, and NextWave Power Partners, Inc.,
    Debtor—in—Possession, to Subsidiaries ofCingular Wireless LLC, 19 FCC Red 2570, 2580—81,para. 24 (2004);
    EchoStar Communications Corp., General Motors Corp. and Hughes Electronics Corp., and EchoStar           .
    Communications Corp., Hearing Designation Order, 17 FCC Red 20559, 20574, para. 25 (2002) ("EchoStar—
    DIRECTY HDO").
     5 See SBC—AT&T Order, 20 FCC Red at 18300 para. 16; Verizon—MCI Order, 20 FCC Red at 18443, para. 16;
     Sprint—Nextel Order, 20 FCC Red at 13976, para. 20.


                                      Federal Communications Commission                                      DA 17—23


  transaction against any potential public interest harms." The applicants bear the burden ofproving, by a .
  preponderance of the evidence, that the proposed transaction, on balance, would serve the public
  interest.® If the Commission is unable to find that the proposed transaction serves the public interest, or
  ifthe record presents a substantial and material question of fact as to whether the transaction serves the
  public interest, Section 309(e) of the Act requires that the applications be designated for hearing."*
          20.      The Commission applies a separate two—part analysis to arguments raised in a petition to
  deny. First, the Commission must determine whether the petition contains specific allegations of fact
  sufficient to show that granting the application would be primafacie inconsistent with the public .
  interest." The first step "is much like that performed by a trial judge considering a motion for directed
  verdict: if all the supporting facts alleged in the [petition] were true, could a reasonable fact finder
  conclude that the ultimate fact in dispute had been established.""" Ifthe petition meets this first step, the
  Commission must determine whether, "on the basis ofthe application, the pleadings filed, or other
  matters which [the Commission] may officially notice," a substantial and material question of fact has
  been raised as to whether the application would serve the public interest.©" Based on a review of the
  application and record before us, as well as pleadings filed, we find, as further discussed below, that no
  substantial and material question of fact has been raised as to whether grant of the instant applications
  would serve the public interest.
          21.      Public Interest Showing. The Applicants claim that the transaction would produce
  operational efficienciesand economies of scale that would be reinvested in programming, providing
  tangible benefits to viewers."® The Applicants estimate that these savings would total more than $75—$76
  million in the first year.®© Further, the Applicants claim that the combined firm would be more attractive
  to programmers, be a more attractive partner to MVPDs, and would enjoy greater strategic alternatives _
  outside of broadcasting."" Finally, as a result of the transaction, the Applicants have committed to, and
  claim it would be economically feasible to, establish state news bureaus in Albany, NY, Austin, TX, and
  Nashville, TN, providing viewers with greater and more timely access to relevant information."‘
  Moreover, all of the stations would have access to a central Washington, DC, news bureau established by
  Media General.
          22.      In determining whether approval of a transaction is in the public interest, we evaluate
_ whether the transaction is likely to produce public interest benefits. We apply several criteria in deciding

  92 See SBC—AT&T Order, 20 FCC Red at 18300, para. 16; Verizon—MCI Order, 20 FCC Red at 18443, para. 16;
  Sprint—Nextel Order, 20 FCC Red at 13976, para. 20; News— Corp.—Hughes Order, 19 ECC Red at 483, para. 15;
  Comcast—A T&T Order, 17 FCC Red at 23255, para. 26.
  9 See SBC—AT&T Order, 20 FCC Red at 18300, para. 16; Verizon—MCI Order, 20 FCC Red at 18443, para. 16;
  Comcast—AT&T Order, 17 FCC Red at 23255, para. 26; EchoStar—DIRECTY HDO, 17 FCC Red at 20574, para. 25.
 6 47 U.S.C. § 309(e); seealso News Corp.—Hughes Order, 19 FCC Red at 483, para. 15 n.49; EchoStar—DIRECTY
 HDO, 17 FCC Red at 20574, para. 25.
 5 U.S.C. § 309%(d)(1); Astrolme ‘Communications Co., Ltd,. Parz‘nersth v. FCC, $57 F.2d 1556 (D.C. Cir. 1988)
 ("Astroline").
 56 Gencom, Inc. v. FCC, 832 F.2d 171, 181 (D.C. Cir. 1987) ("Gencom"). ~
 67 Astroline, 857 F.2d at 1561; 47 U.S.C. § 309(e).
 ® Revised Comprehensive Exhibit at 5; Consolidated Opposition to Petitions to Deny at 18.
 ®1d,
 "° Id. at 5, 10—12; Consolidated Oppo,sition to Petitions to Deny at 18; Letter from Greg Masters, Counsel to Nexstar,
 to Marlene Dortch, Secretary, FCC (Aug. 12, 2016) ("Nexstar Aug. 12, 2016, Ex Parte") at 2.
 7 Revised Comprehensive Exhibit at 9; Consolidated Opp051t10n to Petltlons to Deny at 18; Nexstar Aug. 12, 2016,
 Ex Parte at 2.                                                                    .


                                                           10


                                       Federal Communications Commission                        —             DA 17—23


   whether each public interest benefit claimed by the Applicants is cognizable. First, each claimed benefit
 ~ must be transaction—specific. That is, the claimed benefit must be likely to occur as a result of the
   transaction but unlikely to be realized by other practical means having less anticompetitive effect."
            23.      Second, each claimed benefit must be verifiable. Because much of the information
   relating to the potential benefits of a transaction is in the sole possession of the Applicants, they have the
   burden of providing sufficient evidence to support each claimed benefit to enable us to verify its
   likelihood and magnitude." We will discount or dismiss speculative benefits that we cannot verify."
   Likewise, consistent with precedent, we will also dismiss speculative harms raised in a petition to deny."
   As the Commission explained in the LEchoStar—DIRECTVYHDO, "benefits that are to occur only in the
   distant future may be discounted or dismissed because, among other things, predictions about the more
   distant future are inherently more speculative than predictions about events that are expected to occur
   closer to the present.""$
          24.     Third, we calculate the magnitude of benefits net of the cost of achieving them."" Fourth,
  benefits must flow through to consumers, and not inure solely to the benefit ofthe company."" For
  example, we will more likely find marginal cost reductions to be cogmzable than reductions in fixed cost
  because reductions in marginal cost are more likely to result in lower prices for consumers.79
           25. _     We apply a "sliding scale approach" to evaluating benefit claims. Under this sliding
  scale approach, where potential harms appear both substantial and likely, the Applicants‘ demonstration
  of claimed benefits must show a higher degree of magnitude and likelihood than the Commission would




  72 See Charter Communications, Inc., Memorandum Opinion and Order, 31 FCC Red 6327, 6479—(2016) ("Charter—
   Time Warner Cable Order); AT&T, Inc., Mermorandum Opinion and Order, 30 FCC Red 9131, 9237 (2015) (4T&T—
   DIRECTY Order"); News Corporation and The DIRECTVY Group, Inc., Memorandum Opinion and Order, 23 FCC        _
 ~ Red 3265, 3330 (2008) ("Liberty Media—DIRECTY Order"), EchoStar Communications Corporation et. al., Hearing
   Designation Order, 17 FCC Red 20559, 20630 (2002) ("EchoStar—DIRECTY HDO").
 _ B See Charter—Time Warner Cable Order, 31 FCC Red at 6479, para. 317; AT&T—DIRECTY Order, 30 FCC Red at
   9237, para. 274; Liberty Media—DIRECTVY Order 23 FCC Rcd at 3331, para. 140; EchoStar—DIRECTVHDO 17
  FCC Red at 20630, para. 190
  44.See Charter—Time Warner Cable Order, 31 FCC Red at 6479, para. 317; AT&T—DIRECTV Order, 30 FCC Red at
  9237, para. 274; Liberty Media—DIRECTY Order, 23 FCC Red at 3331, para. 140; EchoStar—DIRECTVY HDO, 17
  FCC Roed at 20630, para, 190. |
  75 See, eg. ACME Television Licenses ofOhio, LLC Letter Order, 26 FCC Red 5198, 5200 (MB Vid. D1v 201 1)
  ("The assertion that, if the application is granted, the station might threaten to withdraw its signal during
  negotiations is, likewise, speculative."); J. Stewart Bryan, Letter Order, 28 FCC Red 15509, 15518, para. 20 (MB
  Vid. Div. 2013) ("Although Dish does not clearly state the harms that would be caused as a result of the approval of
_ this transaction, we read Dish‘s Informal Objection to imply that grant ofthe merger may result in higher
  retransmission fees. Such a claim is speculative and is improper in the context of this adjudicatory proceeding.").
  * EchoStar—DIRECTYHDO, 17 FCC Red at 20630—31, para. 190. See Charter—Time Warner Cable Order, 31 FCC
  Red at 6479 para. 317; AT&T—DIRECTY Order, 30 FCC Red at 9237, para. 274.
  * See Charter—Time Warner Cable Order, 31 FCC Rod at 6479, para, 318; AT&T—DIRECTY Order, 30 FCC Red at
  9237, para. 275; Liberty Media—DIRECTV Order 23 FCC Rcdat 3331 para. 140; EchoStar—DIRECTYHDO, 17
  FCC Red at 20630, para. 190.
  ® See Charter—Time Warner Cable Order, 31 FCC Red at 6479, para. 318; 4T&T—DIRECTY Order 30 FCC Red at
  9237, para. 275.
  "? See Charter—Time Warner Cable Order, 31 FCC Red at 6480, para. 318; AT&T—DIRECTY Order, 30 FCC Red. at
  9237—38, para. 275; News Corp.—Hughes Order, 19 FCC Red at 611, at para. 317; EchoStar-DIRECTV HDO, 17
  FCC Red at 20631, para. 191.


                                                           11


                                     Federal Communications Commission                                    DA 17—23



  otherwise demand. On the other hand, where potentlal harms appear less likely and
                                                                                  less substantial, we
  will accept a lesser showing.

            26.      As discussed below, we recognize that the proposed transaction offers certain benefits
 related to the establishment of state news bureaus and access to the Washington DC news bureau. For
 most ofthe remaining purported benefits, we attribute minimal weight since we have insufficient
 evidence that they would result in verifiable consumer—specific benefits. Further, we are unable to
 ascertain that the benefits from combining digital operations could be achieved only through the
 transaction, and therefore are unable to conclude that they are transaction—specific benefits.
          27.     As noted above, CWAet al argues that Nexstar does not explain how the public would
 benefit from its claimed efficiencies,. We disagree. The Applicants assert that Nexstar would be able to —
 access content from Media General‘s Washington DC news bureau as a result of the transaction."®
 Nexstar claims that, absent the transaction, it has stations in only five of the top—50 markets, and therefore
 has few major markets to fund a Washington DC news bureau on its own.*" Post—transaction, Nexstar
 would have stations in 20 of the top 50 markets to support the Washington DC news bureau, and all of its
  171 stations post—transaction would benefit from toplcal Washington DC coverage.
          28.      Further, the Applicants argue it would be economically feasible as a result ofthe merger
 to establish state news bureaus in Albany, NY, Austin, TX, and Nashville, TN, providing viewers with
 greater and more timelyaccess to relevant information."" In eachof these three states, Nexstar has two to
 11 stations but none of these are in the state capital; however, Media General has a station in each ofthe
 three state capital markets." According to Nexstar, it is expensive to establish an independent news
  bureau without having a station in the state capital.*" Nexstar states that it has reporters in Albany, NY
  and in Austin, TX, but in each case its news presence is limited.s" Further, Nexstar contends that the .
  combined company‘s viewers would benefit from these state news bureaus by having increased access to
  lawmakers‘ stands on critical issues as well as insight into state agency activities and state supreme court
  proceedings."" Nexstar also contends that the transaction may result in establishing additional state—wide
— news bureaus in Alabama, Indiana, Pennsylvania, and Virginia, and that it intends to examine the v1ab1hty
  ofa news bureau in thesestates.""                                                         —


 8 Revised Comprehensive Exhibit at 8; Nexstar Response to the Information Request at 12—14.
 8 Nexstar Response to Information Request at 13.
 * Nexstar Response to Information Request at 13—14, Media General established the Washington, DC news bureau
\after completing its transaction with LIN Media. Media General has 15 top—50 market stations. See Nexstar
 Response to Information Request at 13.
% Revised Comprehensive Exhibit at 9; Consolidated Opposition to Petmons to Deny at 18; Nexstar Response to
InformatlonRequestat 14—18; Aug. 12, 2016 Nexstar Ex Parte at 2.
 4 Nexstar Response to Information Request at 14—15.
 $5 Id. at 14, 17.
 § IJ. at 14—15. Nexstar has a smgle reporter in Albany, NY. In Austin, TX it has leased office space and equipment
 in Media General‘s KXAN facilities, but this agreement is cancellableby Media General at any time with 90 days‘
 notice. See id. at 14—15.
 87 Td. at 17.
* Revised Comprehensive Exhibit at 9. In Alabama post—transaction, Nexstar states that it wouldhave stations in
four of the five DMAs that serve the state. According to Nexstar, although it would not have a station in the
Alabama state capital market, the transaction would result in sufficient resources to allow Nexstar to establish a ©
news bureau to cover actions of the state government., In Indiana, Pennsylvania, and Virginia, Nexstar contends that
post—transaction it would have three stations including one in each ofthe state capitals that would facilitate
establishing a state news bureau. See Nexstar Response to Information Request at 19—20.                        '


                                                         12


                                     Federal Communications Commission                                   DA 17—23



           29.      We find that the establishment and access to state news bureaus and the Media General
  Washington, DC, news bureau would result in public interest benefits for Nexstar‘s viewers and in some
  instances for Media General‘s viewers. We find that increased access to reporting on federal and state
   policies and laws would increase the combined company‘s viewers‘ awareness of issues that may directly
   affect them. Further, the Applicants provided numerous instances of their previous investments in local
   news programming that indicate their commitment to investing in this type of programming."" We concur
   with the Applicants that establishing a news bureau requires significant technical infrastructure and staff""
   and that the costs are not trivial, especially in states where Nexstar does not operate a station in the capital
   market. Given these significant investments, we find that establishment of state news bureaus in these
 . states by Nexstar would be unlikely absent the transaction. We also find that, without the transaction, it
   would have been unlikely that Nexstar‘s viewers would have access to reporting from Media General‘s
_ Washington, DC, news bureau, and Nexstar would be unlikely to establish its own Washington, DC, news
  bureau. Therefore, we find that these are transactlon-spemfc benefits.                    —                       —
           30.     While the Applicants may achieve certain cost savings and effic1en01es as a result of the:
  transaction, we ascribe minimal weight to these claimed benefits because these cost savings are largely
  fixed costs. As previously stated, we generally find reductions in fixed cost to be less cognizable than
  reductions in marginal costs because the former are less likely to resuItin benefits (such as lower prices)
  for consumers."!
          31.      We also ascribe minimal weight to theclaimed benefits that the transaction would result
  in lower transaction costs to programmers or that new and diverse programmmg would be available to
  viewers. Nexstar provided an example of how it, in conjunction with its service partner stations, has
 increased the reach of three diverse networks." However, this example illustrates that Nexstar was able
 to bring this programming to its stations without the transaction, and we are unable to ascertain to what
 extent the transaction would result in additional new and diverse programming being made available to
 viewers.
          32.      Finally, we give little weight to the Applicants‘ contentions that as a result of the
 transaction the combined entity would be a more attractive partner to MVPDs and would enjoy greater
 strategic alternatives outside of broadcasting. There may be benefits that would accrue to MVPD
 subscribers, but these would depend on the investment the combined firm makes in new content and to
 what extent it would pass on the lower costs of negotiating distribution rights such that consumers benefit
 from these reductions,. Nexstar has provided insufficient information for us to verify this benefit.
 Further, although the combined digital operations may result in a better package of services and provide
 scale for these busmesses,  we are unable to verify that this beneft could not have been achieved without
 the transaction.
          33.    On balance, we find that, based on the increased access of Nexstar‘s existing stations to
 Media General‘s Washington, D.C. news bureau, andthe commitment to establishing multiple state
 capltal news bureaus, the Applicants have adequately demonstrated how the merger would produce public


 * Revised Comprehensive Exhibit at 7—9.
 * Nexstar Response to Information Request at 16.
 * See Charter—Time Warner Cable Order, 31 FCC Red at 6480, para. 318; AT&TDIRECTY Order, 30 FCC Red at
 9237—38, para. 275; News Corp.—Hughes Order, 19 FCC Red at 611, para. 317; EchoStar—DIRECTY HDO, 17 FCC
 Red at 20631, para. 191.
 * Nexstar Response to the Information Request at 7. In June 2016, Nexstar and its service partner stations added
 Escape, Grit, and Laff to its multicast line—up and expanded the reach of Bounce TV. See Nexstar Response to the
 Information Request at 7; NXST—JCIR—00000037—39, Katz Broadcasting News Release, "In Largest Multicast
Network Distribution Launch in History, Nexstar Broadcasting Group, Inc., Mission Broadcasting, Inc. and White
‘Knight Broadcasting, Inc. to Roll Out Escape, Grit, Laff and Bounce TV," June 15, 2016                 .


                                                        13


                                       Federal Communications Commission                       .         DA 17—23


 interest benefits.
          C.        Retransmlssmn Consent —
         34.     Both Cox and DISH et al. argue that the aggregatlon of stations under common Nexstar
 ownership would result in an imbalance in bargaining leverage during retransmission consent negotiations
 and a concomitant threat of blackouts and higher retransmission consent fees, to the detriment of their
 organizations, consumers, and the public interest." They state as support that Nexstar, itself, has argued
 that one of the primary benéfits of the proposed deal to its shareholders is an increase in revenue due to
 retransmission consent fees."* As noted above, Coxasserts that 55 percent of its video subscribers reside
 in DMAs with broadcast television stations owned by Nexstar or Media General, and that this
disproportionate over—representation would give the post—merger Nexstar the incentive and ability to
extract unreasonable fees and to inflict related harms through retransmission consent negotiations with
Cox." DISH et al, further argues that after—acquired station clauses, which are commonly included in
negotiated retransmission consent agreements will by necessity cause a rise in retransmission consent
fees96
         35.     As the Bureau stated in the 2013 Gannett/Belo Order, "[wle must giv[e] careful attention
to the economic effects of, and incentives created by, a proposed transaction taken as a whole and its
consistency with the Commission‘s policies under the Act, including our policies in favor of competition,
diversity, and localism.""" The Department of Justice, which entered into a consent decree with the
Applicants resolving its competitive concerns regarding the transaction, recognized rising retransmission
consent fees as a potential competitive harm posed by the transaction in certain local markets, but
concluded that this potential harm was adequately addressed by the divestitures proposed in the seven
overlap markets."" We agree. With the divestitures, the transaction will not significantly change
whatever bargainingleverage Applicants currently have in the affected local markets. With regard to the
claims that the Apphcants will increase their bargaining leverage by the common ownership of multiple
stations in a region broader thanthe local market, the Commission has not previously found that, with
regard to retransmission consent negotiations, where the ownership of multiple stations does not violate
the national audience reach cap, increasing the number of stations owned at the regional or national level
leads to public interest harms, and we decline to do so here based on the evidence before us. Moreover,
we find Petitioners‘ claims fail to raise substantial and material questions of fact as to why the public
interest would not be served by grant ofthe applications, because the Petitioners do not provide any basis
for the assertion that the merged entity will have "market power" vis—a—vis MVPDs with national or at
least broad coverage of their own." Indeed, there is no basis here to conclude which of the negotiating
parties —— if any — may have leverage over the other. We are, however, cognizant of the changing nature of
the broadcast marketplace, and we do not foreclose the possibility, in the future, of looking at rising

 Cox Petition at 1; DISH Petition at 3.
94 Cox Petition at i—ii; DISH Petition at 12.
5 Cox Petition at 6—12; see supra para. 8,
95 DISH Petition at 2;see also Letter from Barbara Esbm, counsel for DISH et al., to Marlene H. Dortch, Secretary,
FCC, MB Docket No. 16—57 (filed Nov. 1, 2016). According to DISH et al., these clauses "typically entitle a
broadcaster to roll into its existing retransmission consent agreement with an MVPD any other local broadcast
stations it subsequently acquires, manages, or on whose behalf it otherwise gets the rlghts tonegotiate
retransmission consent." DISH Petition at 7—8.
*? Shareholders ofBelo Corp., Memorandum Opinion and Order, 28 FCCRed 16867, 16879, para. 30 (MB 2013)
(@2013 Gannett/Belo Order‘).
* United States v. Nexstar Broadcasting Group Inc., et al.,Proposed Final Judgment and Competitive Impact
Statement, 81 FR 63206 (Sep. 14, 2016).
® See Cox Petition at 2, 9; DISH Petition at 9, 12.

                                                        14


                                       Federal Communications Commission                                      DA 17—23


   retransmission fees, black outs, and other related issues in a context broader than local markets — though
~_we stress that such harms must be demonstrably transaction—specific and not industry—wide in nature to be
  addressed in the context of a transfer of control proceeding. And we will, of course, carefully scrutinize     _
  future disputes related to retransmission conséent negotlatlons pursuant to the standards set forth in Section
  325 of the Act.‘".

           36.    We also reject DISH et al.‘s argument with regard to after—acquired clauses. According
. to DISH etal.,afier-acqulred station clauses in existing retransmission consent contracts cause the "rates
  that the MVPD pays [to be] reset at the higher level of the acquiring/managing station, without any
  corresponding change in the value of the programming," forcing MVPDs to either absorb the increases or
  pass them on to their subscribers.‘" However, such after—acquired station clauses are negotiated by the
  parties outside of this transaction, and there is no apparent reason for the Commission to step in and deny
  one party the benefit of the negotiated bargain absent ewdence of anticompetitive practices or other
  wrongdoing not apparent here.
           D.        Multiple Ownership and National Audlence Reach Cap
           37.     In the seven overlap markets where common ownership would have resulted in a
  violation of the Local Television Ownership Rule, we find that grant of the assignment applications to
  third—party buyers will resolve any potential violations, and we will condition grant of the broader
  transaction on consummation of the divestitures in these markets. We also find that the assignees of the
  stations to be spun off will not have an attributable relationship with Nexstar and are independent from
  Nexstar, and that there are no proposed JSAs, Local Marketing Agreements, Shared Services Agreements,
  or similar arrangements between these proposed buyers and Nexstar. We therefore find Cox‘s request
  that we impose a condition prohibiting divestiture to any "sidecar" entities is moot.‘" Additionally, on
  August 1, 2016, the Applicants amended the applications by filing a chart listing each full power
  television station in which Nexstar would have an attributable interest post—transaction, along with the
  corresponding national household percentage for each DMA.‘"" On September 7, 2016, the Commission
  released the UHF Discount Report and Order, which eliminated the UHF discount in applying the                    _
  National Television Ownership Rule, effective November 23, 2016, and adopted agrandfathermg rule
  that would not cover the Applications at issue here.‘"*
          38.     According to CWA et al, regardless of compliance with the Commission’s 39 percent
  national audience reach cap, the transaction would decrease diversity in national ownership and make at
  least 28 television stations unavailable to smaller companies or new entrants.‘"" We decline to deny the
  Applications on that ground. In the UZIF Discount Report and Order, the Commission specifically
_ declined to revisit the national cap in that proceeding and declined to initiate a further rulemaking for that



  190 47 U.S.C. § 325. Section 325 of the Act prohibits broadcast television stations and MVPDs from "failing to
 negotiate [retransmission consent] in good faith," and provides that entering "into retransmissfon consent
 agreements containing different terms and conditions, including price terms," is not a violation of the duty to
 negotiate in good faith "if such different terms and conditions are based on competitive marketplace
 considerations ... ." 47 U.8.C. § 325(b)(3)(C) (emphasis added).
  ©! DISH Petition at 8: see also Letter from Ross Lisberman, Senior Vice President of Government Affairs, ACA, to
 Marlene H. Dortch, Secretary, Federal Communications Commission (filed Nov. 25, 2016)
 102 Sz2e Cox Petition at 15.
 193 See Letter from Gregory L. Masters, counsel for Nexstar, to Marlene H. Dortch'Sebretary, Federal
 Communications Commission, MB Docket No. 16—57, Exh, A ("Post—Divestiture Audience Reach Chart") (filed
 Aug. 5, 2016).
 14 UHF Discount Report and Order, 31 FCC Red at 10234, para. 47.
 105 CWA Petition at 4.


                                                           1s


                                       Federal Communications Commission                   |               DA 17—23


  purpose, although it reserved the right to do so in the future.‘"" The Commission stated that, although it
  had the authorlty to revisit the cap, it must exercise that authority in a rulemaking proceeding outside the
  quadrennial review process.‘"" Further, in the 2002 Biennial Review Order, the Commission found that
  the national audience reach cap was not necessary to promote diversity, but rather localism."" With
  respect to the prospect of sale to smaller new entrants, Section 310(d) of the Act prohibits us from
  determining whether the public interest would be better served by transfer ofthe licenses to a person other
  than the proposed transferee.""
             39.     We find thatthe proposed divestitures will result in compliance with the National
 ' Televxsmn Ownership Rule, as calculated following elimination of the UHF discount. Consistent with its
   initial pledge, the Post—Divestiture Audience.Reach Chart indicates that Nexstar will have an attributable
   interest in stations reaching 38.905 percent, a figure calculated without reference to the UHF discount.
 An independent staff analysis confirms compliance with the National Television Ownership Rule. As
 ‘noted above, we also find that the assignees of the stations to be spun off aremdependent from Nexstar.
           E.       Requests for Continuing "Satellite Exemptions"
          40. ~_ Post—merger Nexstar has requested continued satellite exemptlons, none of which are
  contested, to the Local Television Ownershlp Rule for the following combmatlons pursuant to Note 5 of
. Section 73.3555:!°                                    .
                    e    WCDC—TV, Adams, Massachusetts as a satellite of WTEN(TV), Albany, New
                        York;!"
                    e   KBVO(TV), Llano, Texas, as a satellite of KXAN—TV, Austin, Texas;‘"
                    e   KHAW—TV, Hilo, Hawaii and KAII—TV, Wailuku, Hawaii, as satellites of
                        KHON—TV, Honolulu Hawaii;‘"                                          .
                    e   KDLO—TV, Florence, South Dakota and KPLO—TV, Reliance, South Dakota as
                        satellite stations of KELO—TV, Sioux Falls, South Dakota,““ and
                    e   KSNC(TV), Great Bend, Kansas, as a satellite of KSNW(TV), Wichita, Kansas.‘"
           41.      In Television Satellite Stations,"® theCommission stated that applicants seeking to
 transfer or assign a television satellite station are entitled to a "presumptive" exemption from Section
 73.3555(b) of the Commission‘s rules if the parent/satellite combination meets three criteria: (1) there is
 no City Grade overlap between the parent and the satellite; (2) the proposed satellite would provide

 5 UHF Discount Report and Order, 31 FCC Red at 10252—53, para. 40.
 107 1d.


 9 1d, at 10237, para. 9 (citing 2002 Biennial Regulatory Review, Report and Order, 18 FCC Red. 13520, 13842,
 para. 578 (2003) ("2002 Biennial Review Order")).
 1947 U.S.C § 310(d).
 10 47 C.F.R. § 73.3555, Note 5.
 !!! File No. BTCTTV—201602104HO.
 112 File No, BTCCDT—20160210AEV.
 !! File No. BTCCDT—20160210AFF.
 !!4 File No. BTCCDT—201602114AG.
 115 File No. BTCCDT—20160210AFF.
 US6 Television Satellite Stations Review ofPolicies and Rules, Report and Order, 6 FCC Red 4212 (1991),
 subsequent citations omitted ("Television Satellite Stations").


                                                           16


                                       Federal Communications Commission                       v             DA 17—23


  service to an underserved area; and (3) no alternative operator is ready and able to construct or to
 ‘purchase and operate the satellite as a full—service station.‘"" If an applicant cannot qualify for the
 presumption, the Commission will evaluate the proposal on an ad hoc basis, and grant the application if
 there are compelling circumstances that warrant approval."* In the recently released 2016 Quadrennial
 Second Report and Order, the Commission stated that, in applying the presumptive standard to any
 request for a continuing satellite exemption, there "is no digital counterpart to a station‘s analog city
 grade contour," and "[alccordingly, consistent with case law developed after thedigital transition, [the
 staff w111] evaluate all future requests for new or continued satellite status on an ad hoe basis.""""
          42.     Thestaff granted, on an ad hoe basis, continuing satellite exemptions for WCDC—TV
 KDLO—TV, and KPLO—TV in 2013, and continuing satellite exemptions for KBVO(TV), KHAW—TV,
 KAII—TV, and KSNC(TV) in 2014. The Applicants state that all the satellites continue to serve
 underserved areas. They rely on the Commission‘s "transmission test" for five stations — WCDC—TV,
 KBVO(TV), KDLO—TV, KPLO—TV, and KSNC(TV).‘" The Applicants represent that WCDC—TV                     .
 continues to be the only full—power television station licensed in Adams, Massachusetts; that KBVO(TV)
 continues to be theonly full—power television station licensed to Llano, Texas; that KDLO—TV and
 KPLO—TV continue to be the only full—power television stations licensed to their respective communities _
 of license, Florence, South Dakota and Reliance, South Dakota; and KSNC(TV) continues to be the only
 full—power television station licensed to Great Bend, Kansas."*‘
           43.      With respect to KHAW—TV and KAII—TV, the Applicants contend that the geography of
 Hawaii limits coverage of the market and justifies both stations operating as satellites of KHON—TV.
 Specifically, they explain that the Hawaiian market has population centers widely dispersed across eight
 islands, separated by large bodies of water and mountainous terrain that can obstruct broadcast signal
 reception.‘" They also point out that all of the other full—power stations licensed to Hilo, Hawaii are
 satellite stations, and all but one full—power station (a non-commerc1al educational station) licensed to
 Wailuku, Hawaii are satellite stations.‘"
         44.     The Applicants have also submitted a showing that no alternative operator is ready and
 able to assume operation of these satellite stations as full—service stations. The Applicants have filed a
 series ofletters from Mr. W. Lawrence Patrick, Managing Partner of Patrick Communications, a media
 brokerage firm that specializes in television station transactions, to support this contention.‘* Mr. Patrick
 asserts that he has been involved in the broadcast industry for over 40 years and has previously brokered
 sales of television stations in all the markets at issue. In each letter, Mr. Patrick concludes that lack of
 access to programming would make the stations unable to operate as viable standalone full—power
 stations."" Mr. Patrick asserts that in all five markets all major networks already have affiliations with
 other stations, which would leave these stations with no primary network programming. Such a scenario


 47 Id. at 4213—4214, para. 12.
48 Id. at 4214, para. 14. _
 4* 2016 Quadrennial Second Report and Order, 31 FCC Red at 9876, para. 32 n. 72.
 20 Television Satellite Stations, 6 FCC Red at 4215. Under the Commission‘s "transmission test," an area is deemed
 underserved if there are two or fewer full—service television stations licensed to a proposed satellite‘s community of
 license.
121 Comprehensive Exhibit. at 31, 32, 34, 35.«
 22 Id. at 33.
 123 14
 124 IJ, at Attachments D—1, D—3, D—4, D—5, and D—6. All the letters are dated Jénuary 5, 2016.
 25 See eg., Id. at Attachment D—1, p. 80—81.

                                                           17


                                      Federal Communications Commission                               .     DA 17—23



  would leave the stations unable to compete for audience and revenue.
          45.     Mr. Patrick highlights the trouble that each individual satellite station would face as a
  standalone station in the five distinct markets. First, with regard to WCDC—TV, he asserts that the DMA
  already has affiliates of each of the four major nationalbroadcast networks, as well as CW, ION, and
  MyNet, and the station is unlikely to be able to secure any network affiliation."" Second, he states that
  KBVO(TV) is licensed to Llano rather than Austin, and that its MyNet affiliation has not proven        _
  sufficient to achieve a competitive position in the market capable of generating a revenue base sufficient
  for a standalone operation. In particular, KBVO(TV) benefits from sharing expenses and facilities with
  KXAN—TV.*" Third, Mr. Patrick asserts that the large, geographically dispersed nature of Hawaii would
  make it difficult for either KHAW—TV or KAII—TV to operate independently because neither of them
  provides asignal capable of covering the entire market or Honolulu, the largest city in the DMA.J** _
  Fourth, Mr. Patrick explains that the geographically expansive nature of the Sioux Falls—Mitchell, South
  Dakota DMA, and the lack of coverage ofthe DMA by KDLO—TV and KPLO—TV, render those stations
  unlikely to attract any potential buyers."" Lastly, Mr. Patrick discusses KSNC(TV), which he notes is
_ also located in a geographically dispersed market. Mr, Patrick contends that, if forced to operate as a
 standalone station, KSNC(TV) would be able only to provxde a significantly diminished service and not
 even be able to provide a signal to Wichita, the largest city in the DMA."                         .
        — 46.      Based on our review ofthe materials submitted, we find that the Applicants have
 provided compelling circumstances that justify continued authorization of WCDC—TV, KDLO—TV,
 KPLO—TV, KBVO(TV), KHAW—TV, KAII—TV and KSNC(TV) as satellites. All seven stations have a
 history of operating as satellites and have recently been granted continuing satellite exemptions."*"In the
 case of KHAW—TV and KAII—TV, the Commission has long held that the unique geography of the
 Hawaiian islands poses challenges for television stations located in the outer islands.""" Moreover, the
 staff has also recognized that the Wichita—Hutchinson market, in which KSNC(TV), Great Bend, Kansas,
 is located,is an extremely large, rural DMA that is difficult for a single broadcast television signal to
 cover."" We see no evidence in the record that the "satellite exemptions" will harm competition in any of
 the television markets at issue. Indeed, we find that the "satellite exemptions" will benefit the public
 interest by encouraging investment in the broadcast industry and promoting access to broadcast services
 where without the satellite exemption it might otherwise not be feasible.
          F.       Request for Continuation of Existing "Failing Station" Waivers
          47.      The Applicants have requested continuation of "failing station" waivers pursuant to Note
 7 of Section 73.3555 of the Commission‘s rules"" to allow continued ownership of duopolies in two

 6 Id. at Attachment D—1, p. 80.
 27 1J at Attachment D—3, p. 86.
 23 IJ. at Attachment D—4, p. 91.
 2 IJ. at Attachment D—5, p. 97—98.
 59 IJ at Attachment D—6, p. 102.
 B1 See J. Stewart Bryan, 28 FCC Red at 15519—21, paras. 22—29; Media General/LIN, 29 FCC Red at 14806—08,
 paras. 16—22
 ©2 See Argyle Television, Inc., Memorandum Opinion and Order, 12 FCC Red 10737 (1997); Provzdence Journal _
 Company, Memorandum Opmlon and Order, 12 FCC Red 2883, 2889—90, paras. 17 (1997); BC License Subsidiary
 ‘L.P..et al., Memorandum Opinion and Order, 10 FCC Red 10968, 10982, para. 44 (1996)
 33 LINT Co., Memorandum Opinion and Order, 15 FCC Red 18130 (MMB 1997).
 ©447 C.F.R. § 73.3555(b); see K. Rupert Murdoch, Memorandum Opinion and Order, 21 FCC Red 11499, 11500,
 para. 5 (2006) ("failing station" waivers must be reevaluated, de novo, in the context of a long—form change of
 control application).


                                                          18


                                      Federal Communications.Commission                _                  ‘ DA 17—23



  markets."" Currently, a Media General subsidiary is the licensee of stations WSPA—TV, Spartanburg,
  South Carolina and WYCW(TV), Asheville, North Carolina, which are both located in the Greenville—
  Spartanburg—Asheville DMA. WYCW(TV) has been operating pursuant to a "failing station" waiver
 since 2002,"° and the Bureau granted a continuation of that waiver in 2013."" In the Hartford—New
 Haven, Connecticut DMA, a Media General subsidiary is the licensee of stations WCTX(TV) and
 WTNH(TV), each licensed to New Haven, Connecticut. The Bureauinitially permitted a duopoly
 between WCTX(TV) and WTNH(TV) in 2002, when it granted an "unbuilt" station waiver."" In 2014,
 subsequent to construction, the Bureau granted a "failing station" waiver to WCTX(TV)."° For the
 reasons stated below, we grant the requests for continued "failing station" waivers.
          48.      The Commission has defined a "failing station" as one that has been struggling for "an
 extended period of time both in terms of its audience share and financial performance.""" The criteria for
 a "failing station" waiver of the Local Television Ownership Rule are: (1) one of the merging stations has
 had a low all—day audience share (i.e. 4 percent orlower); (2) the station has had negative cash flow for
 the previous three years; (3) the merger will produce tangible and verifiable public interest benefits; and
 (4) the in—market buyer is the only reasonably available candidate willing and able to acquire and operate
 the station and selling the station to an out—of—market buyer would result in an artificially depressed —
 price.‘" If the applicant satisfies each criterion, a waiver of the Local Television Ownership Rule will be
 presumed to be in the public interest. However, in furtherance of our statutory obligation under Section
 309(d) of the Act, we will "not permit the transfer of a duopoly, unless it meets a rule or walver standard
 in effect at the time oftransfer."""
          49.      As to the first criterion, Nielsen ratings demonstrate that, with respect to WYCW(TV),
 the audience share from 9:00 a.m.—to—midnight for viewers 18 and older has remained below 2 percent for
 calendar years 2014 and 2015,‘" and, with respect to WCTX(TV), has remained below 2 percent since
 the Commission previously considered its last "failing station" waiver.""" As to the second criterion, the
 Applicants have submitted financial data demonstrating negative cash flow for WYCW(TV) and




 55 Although the Applicants initially requested a "failing station" waiver in the Davenport, Iowa—Rock Island—
 Moline, Illinois market as well, the proposed divestiture of station KWQC—TV, currently licensed to a Media
 General subsidiary, to Gray moots the waiver request for joint ownership of WHBF—TV, Rock Island Illinois, and
 KWQC—TV, Davenport, Iowa, File No. BALCDT—20160610ABI.
 46 See Application ofPappas Telecasting ofthe Carolinas (Assignor) and Media General Broadcasting ofSouth
  Carolina Holdings, Inc. (Assignee) For Consent to the Assignment ofthe Licensefor Station WASV—TV, Asheville,
  North Carolina, Meraorandum Opinion and Order, 17 FCC Red 842 (MMB2002), q ‘d by, Memorandum Opinion
~ and Order, 17 FCC Red 20879 (MMB 2002).
 97 J Stewart Bryan, 28 FCC Red at 15521—24, paras. 30—40.
 38 See 47 C.F.R. § 73.3555, Note 7(3); Application ofK—W TV, Inc. and WTNH Broadcastmg,Inc. for Consent to
 the Assignment of WCTX(TV), New Haven, Connecticut, Letter Order, 17 FCCC Red 775 (MMB 2002).
 4> Media General/LIN, 29 FCC Red at 14812, para. 33.
 149 Review ofthe Commission‘s Regulations Govermng Television Broadcasting, Report and Order, 14 FCC Red
 12903, 12938, para. 79 (1999) ("Local Ownership Order"), recon. grantedin part, 16 FCC Red 1067 (2001)
 (“Local Ownership Order on Reconsideration‘).
 4 1d. at 12939—40, para.81; 47 C.F.R. § 73.3555, note 7.
 4 Local Ownership Order on Reconsideration, 16 FCC Red at 1079, para, 36.
 !! Comprehensive Exhibit at 39.
 !44 Comprehensive Exhibit at 42.

                                                         19


                                      Federal Communications Commission                                      DA 17—23


  WCTX(TV) for calendar years 2013, 2014, and 2015."" The respective financial statements for
  WYCW(TV) and WCTX(TV) for the last three full years, adjusted to show the financial performance for _
  each station as a stand—alone operation, show that the operation of each station independently would have
  resulted in substantial and non—sustainable annual losses.‘"" Staff has reviewed the financial statements,
  and finds that they adequately demonstrate the requisite negative cash flow.‘"
          50.     As to the third criterion, the Applicantsassert that the combined ownership of WSPA—TV
 and WYCW(TV) continues to allow Media General to produce and broadcast local news programming,
 specifically for WYCW(TV), including a morning newscast from 7 to 9 a.m. each weekday as well as a
 daily 10 p.m. half—hour newseast. WYCW(TV)‘s morning and nightly newscasts include "live" severe
 weather coverage, including that of record flooding in October 2015. In addition, the combined
 ownership with WSPA—TV has permitted WYCW(TV) to cover a number of local commumty issues of
 concern, including education, local sports, employment, and politics.
        51.    The Applicants state that, following Media General‘sacquisition and construction of
  WCTX(TV), the station gained the ability to provide important local news and weather programming.‘*
  WCTX(TV) now broadcasts live news programming at 10:00 p.m. nightly, and recently expanded that
 newscast to an hour. WCTX(TV) has traditionally aired the Governor‘s State of the State address live
 and pledges to continue to serve as an alternative distribution source for important programming,
 especially for breaking news and public affairs. In addition, WCTX(TV) submits that common operation
 with another in—market station has facilitated substantial operational and infrastructure investments,
 including an IT upgrade, enhanced weather forecastmg equipment, new traffic technology,and a31gnal
 encoder upgrade.
          52.    To demonstrate compliance with the fourth criterion, the Applicants have submitted
 letters from W. Lawrence Patrick.‘*" Mr. Patrick states that he has previously brokered station sales in the
 Hartford—New Haven DMA and is very familiar with that and the Greenville—Spartanburg—Asheville
 DMA. With regard to the New Haven My network affiliate, WCTX(TV), Mr. Patrick submits that the
 competition among the major network affiliated stations in the DMA is very strong. He explains that
 WCTX(TV)‘s share of revenue has declined over the past few years, and that given the level of
 competition in the DMA, WCTX(TV) would be unable as a standalone station to maintain the local _
 programming and service to the community that it currently provides.""" New Haven is one of the smaller
 population centers in this DMA, and one that is not centrally located.""‘ In partlcular Mr. Patrick states
  that he has "reviewed the sales of all My network affiliates in the top 50 markets since 2009 (the subject >
_ market is #30)," and that "[t}here were no instances of an out—of—market buyer purchasing a standalone
  My network affiliate such as WCTX.""" He goes on to state that all such affiliates "were purchased by an
  in—market—buyer .or by an entity with Shared Services Agreement or Joint Sales Agreement in place with




 4 Id. at 39, 42 Atts. E—2, E—3. Specific financial information relating to the stations‘ current operations have been
 submitted to the Commission with requests for confidential treatment.               .
 6 IJ. at 39, 42.
 47 See Media Géneral/LIN, 29 FCC Red at 14812, para. 32.
 8 JJ at 42—43.
 4 IJ. at Att. E—2 and E—3. Both letters are dated January 5, 2016.
 59 1d. at Att B—3, p. 119.
 151 Att, E—3 at 120. .
 152 Id




                                                          20


                                           Federal Communications Commission                          .           DA 17—23


      another station in the market.""" He concludes that, "[Gliven the low chance of success in finding any
      buyer other than an in—market buyer, I would decline to take the listing . . . ."‘"*

            53.     Mr. Patrick explains that Asheville, to which WYCW(TV) is licensed, is a smaller
    population center in the DMA that is not centrally located, and the station would have difficulty both in
2C achlevmg full signal coverage of the market as well as reaching all DMA cable head ends. In his opinion,
  — given the CW network affiliation and the number of other stations in the market competing for quality
    syndicated programming, the costs of providing a full programming schedule as a standalone station
      would be prohlbxtlve He concludes that the marketing of WYCW(TV) as a standalonestation would be
      unsuccessful given the marginalized nature of the operation, and that a buyer wouldbe hard pressed to
     find compelling programming sufficient to survive.""" In particular, Mr. Patrick states that hehas
     "reviewed the sales of all CW network affiliates in markets of comparable size since 2009 (the subject
     market is #37)," and that "[t}here were no instances of an out—of—market buyer purchasing a standalone
     CW network affiliate such as WYCW.""** He goes on to state that all such affiliates "were purchased by
     an in—market—buyer or by an entity with Shared Services Agreement or Joint Sales Agreement in place
     with another station in the market."""" He concludes that "[G]liven the low chance of success in finding
     any buyer other than an in—market buyer, I would decline to take the listing . . . ."‘** In both cases, he
     concludes that "no knowledgeable and experienced television operator could be found that would provide
     a viable [standalone] full service operation . . . and that an effort to find a qualified out of market buyer
     would either be fruitless or at a very depressed price." !**
             54.    The requests for "failing station" waivers are uncontested. Based on the totality of the
     circumstances,"" we find that grant of a waiver ofthe Local Television Ownership Rule to permit |
       common ownership of WSPA—TV and WYCW(TV), and to permit common ownership of WTNH(TV)
       and WCTX(TV), is warranted on the grounds that WYCW(TV) and WTNH(TV) are "failingstations."
    — With respect to the fourth criterion in particular, although we do not generally accept predictive
      judgments by brokers or analysts, we do recognize the evidentiary value of fact—based broker due
       diligence.‘"‘ We find that Mr. Patrick‘s letters are not merely predictive but instead sufficiently based on
      —an examination of actual in—market data and evaluation of similarly situated out—of—market station sales
  over a substantial period of time. Mr. Patrick‘s evaluation is representative of the due diligence that a
. licensee customarily engages in when it is actively determining the feasibility of selling a station.‘" We


     153 Id


     154 Id, at 120—121.
     55 Td. at Att, E—2, p. 114.
     156 14                '

_    157 Id

     158 Id.                       .


     5 Attachment E—2 at 115; Att. E—3 at 121. _
     160 Tribune'Bankrz.:ptcy Order, Memorandum Opinion and Order, 27 FCC Red at 14261, para. 52 (MB 2012)
     (finding that, under the totality of the circumstances, predictive judgments by brokers or analysts may be sufficient.
     for demonstrating compliance with the fourth criterion.). .
     51 See, eg., Media General/LIN, 29 FCC Red at 14812, para. 32 (recogmzmg
                                                                            that a similar brokerevaluation
     constitutes duediligence). .                                                           .     .           .
     192 See id. Note 7 ofsection 73.5555 ofthe Commission‘s rules ldentlfy that one way todemonstrate compliance
     with the fourth criterion is an "affidavit from an independent broker affirming that active and serious efforts have
     been made to sell the permit and that no reasonable offer from an entity outside the market has been received," 47
     C.FR. § 73.3555, Note 7. However, Media General/LIN emphasized that "[t}he Commission‘s rules do not identify

                                                               21


                                        Federal Communications Commission                                   DA17—23


  find that in the context of this transaction it would be contrary to the public interest to require a licensee to
  needlessly go through the process of putting its "failing" station up for sale when, as part of the due
  diligence process and based on comparable market data, an independent broker has concluded that an in—
  market buyer is the only reasonable candidate to buy the station and that selhng to an out—of—market buyer
  would result in an artificially depressed price.‘*
           55.     The combined operations of WYCW with WSPA—TV, and of WCTX(TV) with
  WTNH(TV), respectively, will pose minimal harm to our diversity and competition goals because the
  financial situation of both WYCW and WCTX(TV) hampers each station‘s ability to be a viable voice in
  the market absent a "failing" station waiver. Basedon the facts and circumstances, including news and
  public affairs coverage that would not otherwise be possible, we find that in each instance combined
  operation will benefit the public interest.
           G.       Legacy JSAs
           56.     The Applicants have requested, to the extent necessary, a temporary waiver of the Local
  Television Ownership Rule for six legacy JSAs, all of which are attributable under the standard adopted
  in the 2014 Quadrennial Report and Order‘ and readopted in the 2016 Quadrennial Second Report and
  OrderJ® The legacy JSAs, all entered into prior to the grandfathering cut—off date of March 31, 2014,
  established in the 2014 Quadrennial Report and Order and readopted in the 2016 Quadrennial Second
  Report and Order, involve the following brokered stat1ons
                e   WXXA—TV, Albany, New York;
                e   WBDT(TV), Springfield, Ohio;
                e   WLAJ(TV), Lansing, Michigan;
                e   KTKA—TV, Topeka, Kansas;
                e   WYTV(TV), Youngstown, Ohio; and
                e WAGT(TV), Augusta, Georgia.‘
  To the extent necessary, the Applicants request a temporarywaiver to allow the legacy JSAs to continue
  until September 30, 2025.‘5"      |
          57.     In light of Commission actions subsequent to the filing of the Apphcatxons we dismiss
  the temporary waiver requests as moot. First, with regard to the JSA govermng the sale of WAGT(TV)‘s
  advertising time by Media General—operated station WJBF(TV), no waiver request is necessary as Gray
_ Television Licensee, LLC ("Gray"), which purchased WAGT(TV) as part ofits acquisition of Schurz
  Communications, Inc., voluntarily terminated the JSA168


 this as the only" means of demonstratmg comphance withthe four criterion. Media General/LIN, 29 FCC Red at
 14812, para. 32.
 ‘® This approach is consistent with our practice in other, similar transactions, See, eg., Schurz Communications,
 Inc., Order, 31 FCC Red 1113, 1118 (Vid. Div. MB 2016); Stewart Bryan II, 28 FCC Red at 15524, para. 39.
  18 2014 Quadrennial Report and Order, 29 FCC Red at 4533, para. 350.
  ‘6 2016 Quadrennial Second Report and Order, 31 FCC Red at 9888, para. 62.
  166 Comprehensive Exhibit at 44—45.
 157 Id. at 45 (citing Media General/LIN, 29 FCC Red at 14805—06 (granting a temporary waiver to legacy JSAs
~ which were "only an incidental aspect of a large multi—station, multi—market transaction")).
 !§ We note, in this regard, that termination of the JSA was a specific condition of our grant ofthe assignment of
 WAGT(TV) to Gray. Schurz Communications, Inc., Memorandum Opinion and Order, 31 FCC Red 1113, 1119
 (MB Vid. Div. 2016). As the Commission noted in the 2016 Quadrennial Second Report and Order, "any television

                                                           22


                                        Federal Communications Commission                                   |   DA 17—23



         — 58.     With regard to the other five JSAs, the 2016 Quadrennial Second Report and Order
  revised the transition procedures to provide explicit grandfathering relief for transfer or assignment of the
  JSAs at issue here. Specifically, the Commission retained the previous effective date for application of °
  the grandfathering relief of March 31, 2014, but extended the cut—off date through September 30, 2025,.!®
  Significantly, the 2016 Quadrennial Second Report and Order also declared that, "[u)ntil that time, such
  grandfathered agreements will not be counted as attributable, and parties will be permitted to transfer or
  assign these agreements to other parties without terminating the grandfathering relief."""" Therefore, the
  assignment of theseagreements from Media General subsidiaries to Nexstar does not create attributable
  interests for Nexstar, and the compliance with the Local Television Ownership Rule renders moot any
  request for waiver. The revision of this grandfathering relief alsowarrants the dismissal as moot of any
 _ofthe Petitioners‘ concerns regardmg the status under our prior precedent ofthe transfer or assignment of
 grandfathered JSAs."!

         ‘ _ H.      Request for Waiver of Bar on Transfers of Control of Reverse Auction Applicants
             59.     The Applicants have requested a waiver of the Commission‘s rule barring assignment of
  a license subject to a reverse auction application or transfer of control of a reverse auction applicant:
  during the pendency of the auction.‘" The Applicants state that the licensees of certain Media General



  JSA that previously lost grandfathering relief as a result of a condition imposed by the Commission in the approval
  of a transaction may seek to have the condition rescinded," and "[u}pon request of the transferee or assignee of the
  station license, [the staff] will rescind the condition and permit the licensees of the stations whose advertising was .
  jointly sold pursuant to such agreement to enter into a new JSA—to the extent that both parties wish to enter into the —
  agreement—on substantially similar terms and conditions as the prior agreement." 2016 Quaa’rennzal Second Report
  and Order, 31 FCC Red at 9889, para. 63 n. 171.
  16 2016Quadrennial Second Report and Order, 31 FCC Red at 9889, para. 63.
  170 1Id.


  17 See, eg., CWA Petition at 5—10 (arguing that it is established Commission policy that, when a station which is
_ party to an attributable JSA is transferred or assigned, the JSA must be dissolved).
  17 Comprehensive Exhibitat 46, The Applicants‘ original waiver request in the Comprehensive Exhibit did not
  specify the rules for which the Applicants sought waivers. Nonetheless, Applicants plainly seek relief comparable
  to a previously granted waiver with respect to license applications accepted by the Commission for filing prior to the
  auction for which Applicants do not qualify. See Comprehensive Exhibited at 46—48; Guidance Regarding the
  Prohibition ofCertain Communications During the Incentive Auction, Auction 1000, Public Notice, 30 FCC Red _
  10794, 10802—03, paras. 22—24 (WT 2015) ("Prohibited Communications PN"). In their Supplement to Request for
  Waiver, the Applicants specify that they request that the Commission waive Sections 1.2204(b) and 1.2204(d)(3) of
  the Commission‘s rules. Supplement to Request for Waiver at 1 (viewable in redacted copy). The previously
© granted waiver ofthe bar on assignments of a license subject to an auction application or transfers of control of an
  applicant in the reverse auction effectively waived Section 1.2204(d)(3). The Public Notice granting that waiver
  observed that the bar‘s practical consequences are magnified by Section 1.2204(b)‘s requirement that the applicant
 to participate in the reverse auction must be the broadcast licensee that would relingquish spectrum usage rights if it
 becomes a winning bidder, but it did not waive that provision. Prokhibited Communications PN, 30 FCC Red at
 10802, para, 22. There is no quéstion that the party accountable for the application at any given time, 7.e. the
 applicant, will be the licensee who may relinquish spectrum usage rights if it becomes a winning bidder, even
 though the identity ofthat party will have changedas a result of the transfers approved herein. Potential concerns
 arising from the change in the identity of the licensee during the auction are resolved by the Applicants‘ certification
 that the transferee will be bound by the transferor‘s actions in the auction and by compliance with the process for
 handling transfers during the auction outlined in a prior Public Notice. See Guidance Regarding License
 Assignments and Transfers ofControl During the Reverse Auction, Auction 1001, Public Notice, 30 FCC Red 14260
 (WT 2015). Accordingly, consistent with our action in the Prokibited Communications PN, we do not waive
 Section 1 2204(b)

                                                         — 23


                                       Federal Communications Commission                                          DA 17—23


  stations have filed applications to participate in the reverse auction portion of the broadcast incentive
  auction.‘""
          60.      Section 1.2204(b) of the Commission‘s rules requires that the applicant on a reverse
  auction application must be the broadcast licensee that would relinquish spectrum usage rights if it
 becomes a winning bidder inthe auction. Section 1.2204(d)(3) bars changes in the ownership of an
 applicant after the auction application filing deadline if such changes "would constitute an assignment or _
 transfer of control."""* These provisions effectively prevent a station selected to participate in the
 incentive auction on a licensee‘s reverse auction application from changing hands until after the auction is
_ completed.
           61.      On October 6, 2015, the staff granted a limited waiver of Section 1.'2204(d)(3)’s bar on
  transfers of control, provided the application for an assignment or transfer of control met the following
  two conditions: (1) the application was accepted for filing with the Commission as of the deadline to
  submit an application to participate in the reverse auction, and (2) the application included the express
  representation that the party that will hold the license(s) upon consummationagrees to be bound by the
  original applicant‘s actions in the auction with respect to thelicenses.‘" In granting the conditional
  waiver, Commission staff reasoned that the bar could otherwise discourage participation in the reverse
  auction and that the waiver conditions assure that the relevant parties are identified to the Commission
  prior to the deadline for applications.""" The Applicants meet criteria (2) because Nexstar has certified
  that it will "agree[] to be bound by MEG‘s actions in the auction, if any, with respect to the transferred or
_ assigned stations to the same extent andin the same manner as Nexstar would be bound had it taken such
  actions itself,"""" °
         62. _ As for criterion (1), the deadline for applications to participate in Auction 1001, the
 "reverse auction" portion of the incentive auction, was January 12, 2016. The first application seeking
 consent to transfer control of Media General licenses was not accepted for filing for purposes of the
 Prohibited Communications PN until February 11, 2016, These applications therefore fall outside the
  limited waiver granted in the Prohibited Communications PN. For the reasons explained below, we —
 nevertheless grant Applicants a waiver of the bar on assignments of a license subject to a reverse auction
 application or transfers of control of a reverse auctlon applicant in order to permit consummationof the
  instant transaction.

          63.    The Applicants assert that unique circumstances justify an individual waiver in this
 instance. The Applicants publicly announced the completion of negotiation ofterms for this transaction
 on January 7, 2016, prior to the deadline for filing applications to participate in the reverse auction.‘"*
 However, the Applicants did not have applications for relevant transfers accepted for filing before.the
 January 12, 2016, deadlinefor applying to participate in the reverse auction. At the time, MEG remained
 a party to a merger agreement with Meredith Corp., for which the applications for approval had been filed
 with the Commission, thus constraining the Applicants from filing for the subsequent transaction.‘""
 Specific provisions in the agreement between MEG and Meredith Corp. entitled Meredith Corp. to

 ‘"" Comprehensive Exhibit at 46.
 14 47 C.F.R. §§ 1.2204(b) and (d)(3). This bar does not apply to proforma transfer and asszgnment apphcatlons
 5 Guidance Regardzng the Prohibition ofCertain Communications During the Incentzve Auction, Auction 1000
 Public Notice, 30 FCC Red 10794 10803, para. 23 (WT 2015) ("Prokhibited Commumcanons PN”)
 76 Id. at 10803, paras. 23—24.
 177 Comprehensive Exhibit at 47.                                                           .
 ‘"} Supplement to Request for Waiver at 5 (viewable in redacted copy) (citing press release).
 ‘" Pursuant to Section 73.3518, "[wJhile an application is pending and undecided, no subsequent inconsistent or
 conflicting application may be filed by or on behalf of or for the benefit of the same applicant, successor or
 assignee." 47 C.F.R. § 73.3518.                                                        '                     —
                                                           24


                                        Federal Communications Commission                                      DA 17—23



   counter Nexstar‘s unsolicited bid in certain circumstances. The fiduciary duties of MEG‘s Board of
   Directors to consider alternate offers added to the complexity and delay in reaching a final agreement to
   terminate the MEG/Meredith transaction as well as in completing an executed agreement between
   Nexstar and MEG.
            64.     Section 1.3 of the Rules permits the Commission to waive any rule for "good cause." We
   find that "good cause" exists to waive section 1.2204(d)(3) in this limited instance for much the same
   reason as the conditional waiver previously issued, notwithstanding the fact that the Applicants did not
   satisfy the first condition ofthat waiver by having their applications to transfer the relevant licenses
   accepted for filing prior to the deadline for applying to participate in the reverse auction. We —note that the
   Applicants completed their negotiation of this transaction prior to the deadline for filing reverse auction     _
   applications, but could not file the necessary applications because the agreement between Meredith and
   Media General was not terminated until January 27, 2016. In light of the particular circumstances that
   prevented the Applicants from meeting the deadline, as discussed above, we conclude that together (1) the
   public announcement of the transaction prior to the deadline for filing the applications and (2) the:
   Applicants‘ compliance with the second condition of the conditional waiver assure that both (a) the
   relevant parties were known to the Commission prior to the deadline for reverse auction applications and _
   that (b)those applications, and all attendant representations and certifications, remain effective and
   enforceable notwithstanding the transaction. Absent either of these conclusions, the Applicants‘
   circumstances would not qualify for a waiver on this basis.‘*
          .65.    The Continuing Prohibition of Certain Communications of Incentive Auction Bids
   and Bidding Strategies. Like all other full power and Class A television broadcasters, the Applicants

   89 On November 29, 2016, ACA filed a letter opposing the waiver request. Letter from Barbara Esbin, Counsel for
   ACA, to Marlene Dortch, Secretary, Federal Communications Commission (filed Nov. 29, 2016) ("Esbin Letter").
   We deny the arguments raised by ACA, which filed its letter more than two months after the Applicants‘
   Supplement toRequest for Waiver. First, with regard to ACA‘s contention that the issues raised in the request
     require full Commission action, see id. at 2—4, we find that the waiver request is properly handled by WTB pursuant
     to its delegated authority to "administer . . . spectrum auctions" and to "act[] on waivers of rules." 47 C.F.R. §
     0.131(a), (c). See 47 C.F.R, § 0.331. In the Incentive Auction Report and Order, the Commission affirmed this
     delegation of authority to WTB to administer the reverse auction. See Expanding the Economic and Innovation
     Opportunities ofSpectrum Through Incentive Auctions, Report and Order, 29 FCC Red 6567, 6574, para. 15
  * (affirming WTB‘s "well—established authority" with respect to auction procedures), and 6774, para. 499 n.1434
     (2014) ("Incentive Auction R&O"), affirmed, National Association ofBroadeasters v. FCC, 789 F.34 165 (D.C. Cir.
    ©2015) (stating that WTB "has delegated authority with respect to the administration of spectrum license auctions,
     including . . . the reverse auction component of incentive auctions . .. ."). Despite ACA‘s claim, the Applicants‘
     waiver request does not present a new or novel issue beyond the scope of WTB‘s delegated authority. Indeed,
     WTB‘s grant of the Applicants‘ waiver request on delegated authority is consistent with WTB‘s previous exercise of
     delegated authority in the Prohibited Communications PN to waive section 1.2204(d)(3) with respect to certain
._ transfer applications where the transferee agrees to be bound by the original applicant‘s actions in the auction
    ‘regarding the transferred licenses. Contrary to ACA‘s position, WTB‘s previous waiver applied to transfer
     applications granted and consummated during the auction, though it was limited to transfer applications accepted for
     filing before the deadline for auction applications. See Esbin Letter at 3. Consequently, despite ACA‘s claims, the
  ‘considerations involved in the present waiver are not different than those in the previous one. As described above,
  the facts of the present waiver differ from the previous waiver only in that the Applicants here were unable to have
  transfer applications accepted for filing as ofthe reverse auction application déadline, The Applicants did, however,
  publicly announce their transaction prior to the deadline. ‘ We find no basis to conclude that the minor variation in
  the facts presented here creates a new or novel issue beyond WTB‘s delegated authority,. Second, ACA‘s assertion
  that the Media Bureau lacks delegated authority to waive an auction rule, see id. at 4—8, is mooted by the fact that the
  WTB is a signatory to this order and has considered the waiver request under its own authority, (ACA‘s suggestion
  that the waiver request"was improperly filed in a Media Bureau docket, see id. at 4—5, is groundless, as the broader
  proceeding on the merger was properly docketed in the Media Bureau and the matter was properly announced via
  public notice, giving all interested parties an opportunity to respond.) Third, we reject ACA‘s argument that the
  Applicants have failed to justify their waiver request, see id. at 8, for the reasons discussed above,


                                                            35


                                    . Federal Communications Commission                 _     ©lL            DA 17—23


 have been and remain subject to the Commission‘s rules prohibiting certain communications during the
 incentive auction."*‘ Generally, a broadcaster and its related entities are prohibited from communicating
any incentive auction applicant‘s bids or bidding strategies, whether of the broadcaster or another party, —
to any other broadcaster, forward auction applicant, or related entities.‘" There is an express exception to
the prohibition that permits communication of bids and bidding strategies between commonly owned
broadcasters.‘" However, the exception applies only to broadcasters that were commonly owned as of
the deadline for filing an application to participate in the reverse auction. The Commission has made
clear that new owners of an entity after the deadline are subject to the prohibition but do not qualify for
the co—owned exception.!"
  .      66.     Neither the waiver of the bar on transfers of control of an auction applicant granted in the
Prohibited Communications PN nor the waiver granted herein alters in any respect the prohibition on
certain communications of incentive auction bids or bidding strategies. Accordingly, licensees that were
prohibited from communicating any incentive auction applicant‘s bids and bidding strategies to one
another as of the deadline for applying to participate in the incentive auction remain prohibited from
doing so, notwithstanding the pre—auction announcement of the transaction or the change of control that
will result fromthe consummation ofthe transaction.‘*" Licensee A that could not communicate
regarding bids and bidding strategies with Licensee Bas of the deadline for filing applications to
participate in the reverse auction cannot commumcate to B later because B‘s parent subsequently assumes
control of Licensee A.—                                  ~                      —                   —           —
IV.      CONCLUSION
       . 67.     We have reviewed the proposed merger and related pleadings and conclude that grant of
the applications as requested will comply with the Commission‘s rules and Section 310(d) of the Act. As
noted above, we find the transaction—related public interest benefits outweigh any public interest harms.‘""
We conclude that all the applicants listed in the attached appendices are fully qualified and that grant of


#1 See 47.C.F.R. § 1.2205(b)(1).
182 Id


19 47 C.F.R. § 1.2205(b)(2)(i) and (ii).
84 See 47 C.FR, § 1.2205, Note 3; Incentive Auction R&O, 29 FCC Red at 6740, para. 405 and n.1203 (2014),
(*Consequently, if a covered television licensee appoints a new officer after the application deadline, that new
officer would be subject to the rule and not included within the exception.") (emphasis in original).
45 See Prohibited Communications PN at 10803, para. 23 n.40 ("We note that the reverse auction rule prohibiting
certain communications will continue to apply with regard to the bids or bidding strategies of the parties to the
transaction."). The Prokibited Communications PN provides detailed guidance regarding compliance with the
prohibition, including with respect to what constitutes bids or bidding strategies and what steps may be taken to
minimize the possibility of a violation. See generally Prohibited Communications PN.
"%5 This does not necessarily prohibit Licensee A from reporting its auction status to its new corporate parent. In
fact, the same individuals at the corporate parent might know the status of A and B, so long as those individuals do
not direct the bids and bidding strategies of either, However, a violation of the rule could result where the same
individual(s) within the corporate parent both (i) learn A‘s bids and bidding strategies and then (if) make bids or
bidding strategies for B (or vice versa). Individuals making bids or bidding strategies for B while knowing A‘s bids >
or bidding strategies may be influenced by that information, thereby effectively communicating A‘s bids or bidding. °
strategies to B, in violation of the prohibition. See Prohibited Communications PN at 10800, para. 15. Though
covered parties must assure their compliance with the rule, one possibility might be for a corporate parent to have
separate teams, subject to information firewalls, to handle the bidding for stations that, pursuant to the rule, are
prohibited from communicating with each other about bids and bidding strategies. See Prohibited Communications
PN at 10802, paras. 20—21. As past guidance has cautioned, "[iJnformation firewalls or equivalent procedures are
not an absolute defense against an alleged violation of the prohibited communications rule." Id. at 10799, para. 14.
187 See supra Section IILB.
                                                             26


                                    Federal Communicafions Commission               |              .       DA 17—23


  the following applications will serve the public interest, convenience, and necessity.
 V.        ORDERING CLAUSES
         68.    Accordingly, IT IS ORDERED, That the Petition to Deny filed by the Communications
  Workers of Amenca Free Press, Common Cause, Public Knowledge, and the Open Technology Institute
  at New America IS DIMISSED IN PART, AND DENIED IN PART.
           69.    IT IS FURTHER ORDERED That the Petition for Conditions filedby Cox
  Communications, Inc. IS DENIED.

          70.     IT IS FURTHER ORDERED, That the Petition to Deny or ImposeConditions filed by
 DISH Network L.L.C., the American Cable Association, and ITTA IS DENIED.                    C
          71.     IT IS FURTHER ORDERED, That the applications listed in Appendix A seeking
 consent to transfer control of the license subsidiaries of Media General, Inc. to Nexstar Media Group, Inc.
 pursuant to Section 310(d) of the Communications Act of 1934, 47 U.S.C. § 310(d), ARE GRANTED,
 conditioned upon consummation of transactions represented by the applications listed in Appendix B.
          72.     IT IS FURTHER ORDERED, That the requests for continued operation of WCDC—TV,
  Adams, Massachusetts, as a satellite of WTEN, Albany, New York ; KBVO(TV), Llano, Texas, as a
  satellite of Station KXAN—TV, Austin Texas; KHAW—TV, Hilo, Hawaii and KAII—TV, Wailuku, Hawaii,
_ as satellites of KHON—TV, Honolulu, Hawaii; KDLO—TV, Florence, South Dakota and KPLO—TV,
  Reliance, South Dakota, as satellite stations of KELO—TV, Sioux Falls, South Dakota; and KSNC(TV),
 Great Bend, Kansas, as a satellite of Station KSNW(TV), Wichita, Kansas, pursuant to the "satellite
 exception" of Note 5 to Section 73.3555 of the Commission‘s rules, 47 C.F.R. § 73.3555, ARE .
 GRANTED,
         73.    IT IS FURTHER ORDERED, That the requests for a waiver ofSection 73.3555 of the
 Commission‘s rules, 47 C.F.R. § 73.3555, pursuant to Note 7, the "failing" station waiver standard, to
 permit continued ownership of Stations WYCW(TV), Asheville, North Carolina and WCTX(TV), New >
 Haven, Connecticut, ARE GRANTED.
         74,      IT IS FURTHER ORDERED, That the request for waiver of section 1.2204(d)(3) of
 the rules prohibiting the transfer of control of participating stations during the pendency of the Incentive
 Auction, IS GRANTED.
          75.     IT IS FURTHER ORDERED, That the applications seeking consent to assign the
 license of KXRM—TV, Colorado Springs, Colorado, File No. BALCDT—20160211¥AAB, and WTTA(TV),
 St. Petersburg, Florida, File No. BALCDT—20160211AAE, from a license subsidiary of Media General,
 Inc. toNexstar Broadcasting, Inc., pursuant to Section 310(d) of the Communications Act of 1934, 47
 U.S.C. § 310(d), ARE GRANTED.            |
          76. : IT IS FURTHER ORDERED, That the application seeking consent to assign the
 license of KREG—TV, Glenwood Springs, Colorado, File No. BALCDT—20160517A¥AD from Nexstar
 Broadcasting, Inc. to Marquee Broadcasting Colorado, Inc., pursuant to Section 310(d) of the .
 Communications Act of 1934, 47 U.S.C. § 310(d), IS GRANTED.
      2   77.     IT IS FURTHER ORDERED, That the application seekingconsent to assign the
 license of WCWJ(TV), Jacksonville, Florida, File No. BALCDT—20160615¥4AV, from Nexstar
 Broadcasting, Inc. to Graham Media Group, Florida, Inc., pursuant to Section 310(d) of the
 Commumcatlons Act of 1934, 47 U.S.C. § 310(d), IS GRANTED               »
          78.   ITIS FURTHERORDERED That the application seeking consent to assign the
 license of WSLS—TV, Roanoke, Virginia, File No. BALCDT—20160615¥AAY from a license subsidiary of
 Media General, Inc. to Graham Media Group, Virginia, LLC., pursuant to Section 310(d) of the
 Communications Act of 1934, 47 U.S.C. § 310(d), IS GRANTED.                        |
          79.    IT IS FURTHER ORDERED, That the applications seeking consent to assign the

                                                      27                                              |


                                 Federal Communications Commission                             DA 17—23


 licenses of WBAY—TV, Green Bay, Wisconsin, FileNo. BALCDT—20160610ABG, and KWQC—TV,
 Davenport, Iowa, File No. BALCDT—20160610ABI from license subsidiaries ofMedia General, Inc. to
 Gray Television Licensee, LLC, pursuant to Section 3IO(d) of the Communications Act of 1934, 47
 U.S.C. § 310(d), ARE GRANTED.                                                            22.
          80.   IT IS FURTHER ORDERED, That the applications seekmg consent to assign the
 licenses of KQTV, St. Joseph, Missouri, 20160617¥AAU and WFFT—TV, Fort Wayne, Indiana, File No
 BALCDT—20160617A¥AAW, from Nexstar Broadcasting, Inc. to subsidiaries of USA Television      _
 MidAmerica Holdings, LLC, pursuant to Section 310(d) of the Communications Act of 1934, 47 U.S.C. §
 310(d), ARE GRANTED,                              '
         81.     IT IS FURTHER ORDERED, That the applications seeking consent to assign the
. licenses held by subsidiaries of Media General, Inc. tosubsidiaries of USA Television MidAmerica
 Holdings, LLC, pursuant toSection 3 IO(d) of the Commumcatwns Act of 1934, 47 U.S.C. § 310(d)
 ARE GRANTED.
          $2.   —ITIS FURTHER ORDERED, That the apphcatlon seeking consent to assign the
 license of KADN—TV, Lafayette, Louisiana, File No. BALCDT—20160603AAJ from Nexstar               '
 Broadcasting, Inc. to BCBL License Subsidiary, LLC, pursuant to Section 3 10(d) of the Communications _
 Act of 1934, 47 U.S.C. § 310(d), IS GRANTED.                                                   .
          83.    ITIS FURTHER ORDERED, That the application seekmg consent to assign the
 license of KASA—TV, Santa Fe, New Mexico, File No. BALCDT—20160708ABF from a subsidiary of
 Media General, Inc. to Ramar Communications, Inc., pursuant to Section 3 10(d) of the Communications
 Act of 1934, 47 U.S.C. § 310(d), IS GRANTED.
       84.     These actions are taken pursuant to Section 0.61 and 0.283 of the Commission‘s rules, 47
 CFR. §§ 0.61, 0.283, and Sections 4(i) and (j), 303(r), 309, and 310(d) of the Communications Act of
 1934, as amended, 47 U.S.C §§ 154(i), 154(j), 303(r), 309, 310(d).



                                                FEDERAL COMMUNICATIONS COMMISSION




                                                William T. Lake
                                                Chief
                                                Media Bureau




                                                Jon Wilkins
                                                Chief
                                                Wireless Telecommunications Bureau




                                                   28


                                  _ Federal Communications Commission                               DA 17-23, .



                                       Appendix A
                         FCC Form 315 Transfer of Control Applications                          *
            From Shareholders of Media General, Inc. to Nexstar Media Group, Inc.

     Call Sign and Community of License                  , Facility ID         Application File Number

    WTEN(TV), Albany, NY                                           74422         BTCCDT—20160210AHP
    WCDC—TV, Adams, MA                              <              74419         BTCCDT—20160210AHQ
    WLNS—TV, Lansing, MI                                         74420           BTCCDT—201602104HG
    KCLO—TV, Rapid City, SD                      |                 41969         BTCCDT—20160211A¥AF
    WRIC—TV, Petersburg, VA                          -             74416         BTCCDT—20160210AHJ —
    KRON—TV, San Francisco, CA                                     65526         BTCCDT—20160210AHL
    KELO—TV, Sioux Falls, SD                   '                   41983         BTCCDT—201602114AG
    KDLO—TV, Florence, SD,        .                                41975         BTCCDT—20160211AAI
    KPLO—TV, Reliance, SD                                         41964    .      BTCCDT—20160211AAH
    KLFY—TV, Lafayette, LA                                   _     35059        _BTCCDT—20160210ACI
  _ WATE—TV, Knoxville, TN _                               \       71082         BTCCDT—20160210AGE .
    WEKRN—TV, Nashville, TN                                        73188         BTCCDT—20160210AHN >
    WNCT—TV, Greenville, NC _     _                                57838         BTCCDT—20160211AAY
    WJHL—TV, Johnson City, TN                                     57826          BTCCDT—201602114AU
    WCBD—TV, Charleston, SC                                        10587         BTCCDT—201602114AQ
    WFLA—TV, Tampa, FL                                            64592         BTCCDT—20160211¥AA0O
    WSAV—TV, Savannah, GA                                         48662         BTCCDT—20160211ABA
    WJTV(TV), Jackson, MS                                         48667         BTCCDT—20160211AAV
    WHLT(TV), Hattiesburg, MS                      .              48668         BTCCDT—20160211AAS
    WSPA—TV, Spartanburg, SC                 '                    66391       — BTCCDT—20160211ABC
    WYCW(TV), Asheville, NC                                    —— 70149         BTCCDT—20160211ABD
    WBTW(TV), Florence, SC                                        66407         BTCCDT—201602114AP
    WJBF(TV), Augusta, GA >                                       27140         BTCCDT—20160211AAT
    WRBL(TV), Columbus, GA                                        3359          BTCCDT—20160211AAZ
    WKRG—TV, Mobile, AL                                           73187         BTCCDT—20160211AAW
    WNCN(TV), Goldsboro, NC                                       50782         BTCCDT—20160211AAX
    WCMH—TV, Columbus, OH.                                        50781         BTCCDT—20160211AAR
    KOIN(TV), Portland, OR                                        35380         BTCCDT—20160210AFP
    WIAT(TV), Birmingham, AL                             .        5360          BTCCDT—20160210AFY
    KSNW(TV), Wichita, KS       o_                                72358         BTCCDT—201602104FW
  ~ KSNC(TV), Great Bend, KS                                      72359         BTCCDT—20160210AFR
    KSNG(TV), Garden City, KS                                     72361         BTCCDT—20160210AFS
    KSNK(TV), McCook, NE      _                        —          72362         BTCCDT—20160210AFT
    KHON—TV, Honolulu, HI                                         4144       — BTCCDT—20160210AFN




! Satellite of WTEN(TV), Albany, New York (Facility ID.No. 74422). ..
2 Satellite of KELO—TV, Sioux Falls, South Dakota (Facility ID No. 41983).
3 Satellite of KELO—TV, Sioux Falls, South Dakota (Facility ID No. 41983).
* Satellite of KSNW(TV), Wichita, Kansas (Facility ID No. 72358).          —


                                   Federal Communications Commission                  >    DA 17—23


    KHAW—TV, Hilo, HI‘                                   4146           BTCCDT—20160210¥AFM
    KAI—TV, Wailuku, HP             '                     4145          BTCCDT—20160210AFF
    WKBN—TV, Youngstown, OH                               73153         BTCCDT—20160210AFZ
    KSNT(TV), Topeka, KS                                  67335         BTCCDT—20160210AFV
    WENA(TV), Gulf Shores, AL                    '        83943         BTCCDT—20160210ABT
    KREZ—TV, Durango, CO                                 48589          BTCCDT—201602104ABW
    KRQE(TV), Albuquerque, NM                           48575           BTCCDT—201602104EP
    KBIM—TV, Roswell, NM      _       >               ~— 48556          BTCCDT—20160210ACJ >
    WISH—TV, Indianapolis, IN                            39269 >        BTCCDT—20160211ABR
    WNDY—TV, Marion, IN                                  28462          BTCCDT—20160211ABT
    WANE—TV, Ft. Wayne, IN      _                        39270 °        BTCCDT—20160211ABS
    KBVO(TV), Llano, TX                                  35909          BTCCDT—20160210AEW
    KXAN—TV, Austin, TX           "                      35920          BTCCDT—20160210AEV
    WPRI—TV, Providence, RI                              47404          BTCCDT—201602104GC
    WAVY—TV, Portsmouth, VA                  ‘           71127          BTCCDT—201602104GY
    WVBT(TV), Virginia Beach, VA                         65387        — BTCCDT—201602104HE
    WDTN(TV), Dayton, OH                                 65690          BTCCDT—20160210AHH
    WHTM—TV, Harrisburg, PA                        .     72326       _ BTCCDT—20160210AGH
    WIVB—TV, Buffalo, NY                           Cl    7780           BTCCDT—20160210AGG
    WNLO(TV), Buffalo, NY                                71905          BTCCDT—201602104AGF
    WOOD—TV;, Grand Rapids, MI                           36838          BTCCDT—20160210AGI
    WOTV(TV), Battle Creek, MI                           10212          BTCCDT—20160210AGP
    WCTX(TV), New Haven, CT _                            33081        ~ BTCCDT—201602104GS _
    WTNH(TV), New Haven, CT                              74109          BTCCDT—20160210AGR
    WWLP(TV),; Springfield, MA                           6868           BTCCDT—201602104GU _

                         © FCC Form 314 Assignment Application
                From LIN Television Corporation to Nexstar Broadcasting, Inc.

    Call Sign and Community of License                 Facility ID    Application File Number

    KXRM—TV, Colorado Springs, Colorado            _    35991         BALCDT—20160211AAB
    WTTA, St. Petersburg, Florida                      4108 ~         BALCDT—20160211AAE




! Satellite of KHON—TV, Honolulu, Hawaii (Facility ID No. 4144).
* Satellite of KHON—TV, Honolulu, Hawaii (Facility ID No. 4144).
* Satellite of KXAN—TV, Austin, Texas (Facility ID No. 35920).


                             Federal Communications Commission                  DA 17—23




                   FCC Form 316 Transfer of Control Application
From Nexstar Broadcasting, Inc. to LIN Television Corporation(as controlled by Nexstar)

 _ Call Sign and Community of License        Facility ID    Application File Number

  KXRM—TV, Colorado Springé, Colorado        35991         _ BALCDT—20161006A¥AAJ
  WTTA, St. Petersburg, Florida              4108 |          BALCDT—20161006AAM


                                          Federal Communications Commission                            DA 17—23



                                             Appendix B
                           FCC Form 314 Divestiture Assignment Applications

     ~ Call Sign and        Facility       Application                                            .
       Community of License ID No.         File No.            Assignor                      Assignee
       KREG—TV,              70578        BALCDT—          Nexstar        '          Marquee Broadcasting,
        Glenwood                          20160517AAD                                Colorado, Inc.
       Springs, Colorado

       WCWJ,                29712         BALCDT—          Nexstar                   Graham Media Group,
       Jacksonville,                      20160615AAV                                Florida, Inc.
       Florida                                                       »

       WSLS—TV,             57840         BALCDT—          Media General             Graham Media Group,
       Roanoke, Virginia                  20160615AAY                 '              Virginia, LLC

       WBAY—TV,             74417         BALCDT—    _     Young                     Gray Television
       Green Bay,:                        20160610ABG      Broadcasting of           Licensee, LLC
       Wisconsin                                '          Green Bay, Inc.                      |

       KWQC—TV,             6885          BALCDT—          Young .                   Gray Television
       Davenport, Iowa              ‘_|   20160610ABI      Broadcasting of           Licensee, LLC
              ‘                                            Davenport, Inc.
       KQTV,                20427         BALCDT—          Nexstar                   St. Joseph TV License
      St. Joseph,                         20160617AAU                                Company, LLC _
      Missouri                                      f                                      2C

       WFFEFT—TV,           25040         BALCDT—          Nexstar                  Ft. Wayne TV License
      Fort Wayne,                         20160617A4AW                               Company, LLC
      Indiana                              ‘

      WLFI—TV,              73204         BALCDT—          Primeland LLC            Lafayette TV License
      Lafayette, Indiana                  20160617AAX                               Company, LLC

       KIMT(TV),            66402         BALCDT—         LIN License               Rochester TV License
     | Mason City, lowa                   20160617AAY     Company, LLC              Company, LLC

      WTHI—TV,              70655         BALCDT—         Indiana                   Terre Haute TV License
      Terre Haute,              |         20160617ABH     Broadcasting,             Company, LLC       '
      Indiana                                             LLC _

      KADN—TV,              33261         BALCDT—         Nexstar                   BCBL License
      Lafayette,                          20160603AAJ                               Subsidiary, LLC
      Louisiana                            ‘

‘|    KASA—TV,              32311         BALCDT—        .| LIN of New              Ramar Communications,
      Santa Fe, New                       20160708ABF     Mexico, LLC             ©| Inc.
      Mexico _                                      —                         ‘



Document Created: 2019-04-12 23:48:49
Document Modified: 2019-04-12 23:48:49

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