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Tribune withdraws from the Sinclair merger and claims it will sue for "breach of contract"

This October 1
2, 2004 photograph is the headquarters of Sinclair Broadcast Group, Inc. of Hunt Valley, Md. (AP Photo / Steve Ruark, File)

Tribune Media said it would retire on Thursday his $ 3.9 billion merger with the Sinclair Broadcast Group would sue Sinclair for breach of contract for failing to negotiate with the regulators over the deal.

The breakdown of the contract reflects a reversal of business for Sinclair, which represented the merger last year as a "transformational" event and the largest acquisition in its history.

But the merger began to stumble over the past month, after Federal Communications Commission chairman Ajit Pai had expressed "serious concerns" regarding the originally-planned transaction reached about 70 percent of US households. The FCC said it would send the deal for review by a judge of administrative law, which often signals that a transaction could be blocked.

"Given the unanimous decision of the FCC that addresses the issue of Sinclair's conduct for a pre-administrative law hearing, our merger can not be completed within an acceptable timeframe, if any," said Peter Kern, Chief Executive Officer of Tribune in a statement on Thursday. "This uncertainty and delay would be detrimental to our Company and our shareholders, so we exercised our right to terminate the merger agreement and intend to hold Sinclair accountable in our lawsuit.

Sinclair did not respond immediately to a request Opinion.

The $ 3.9 billion deal aimed to create a conservative broadcaster, with Sinclair proposing to control 233 stations across 108 markets nationwide, with the original deal meaning the largest It would have been a victory for the conservative media in a turbulent political environment where Republican critics maintain a systemic negative bias on university campuses and social media platforms

The merger even has the Au The British legislator criticized on the Twitter page that federal authorities have issued a "large and much needed conservative vote for and for the People "would have got.

"Liberal fake news NBC and Comcast are approved, much larger, but not Sinclair," he added. "Shameful!"

As an independent agency, the FCC refrains from including the policy in its merger analysis. [1965] 19659011] The FCC said Sinclair's bid to spin several stations in Chicago, Dallas, and Houston was her main concern

Analysts said Sinclair had to disassociate itself from some FCC-imposed national limitation on the reach of a single broadcaster But Pai, the FCC chairperson, said in a statement back then that the "evidence we have received" suggests that Sinclair is able to control some of the "stations" in practice, though not in the name "

In a subsequent filing, the Authority asked the Administrative Tribunal to examine whether Sinclair, in its previous divestiture proposal" misrepresentation g and / or lack of openness ".

At the time, Sinclair vigorously defended his proposal to the FCC, stressing that it "would create many benefits of public interest and help develop the broadcasting industry at a time when it faces unprecedented challenges."

"At no time have we misled the FCC, whatever the relationship or structure of these relationships proposed in the context of the acquisition of Tribune," the company said in a July statement.

Sinclair also continued negotiations with Tribune on how to regulate s & # 39; concerns

At the end of its merger agreement, Tribune said Thursday that Sinclair had conducted "unnecessarily aggressive and lengthy negotiations" with the government. Tribune said Sinclair "refused to sell stations in the markets to obtain approval, and proposed aggressive disinvestment structures and related party sales that were either directly denied or at high risk of rejection and delay – all in variance Sinclair's Contractual Commitments "

Pai's decision to press for a legal review ushered in Sinclair's last influenza campaign, which hired nearly half a dozen lobbyists last month to dispute the deal in Washington.

The FCC's move to block the deal was viewed with great surprise in Washington. Pai was a staunch advocate for the broadcasting industry, lifting many of the old rules that, he said, would prevent economically competitive TV and radio stations from surviving in the digital age. For example, Pai cited fees for the reintroduction of some sort of accounting method that helps broadcasters to own more broadcasters while remaining below the national viewer's limit.

His efforts, which ultimately benefited large corporations such as Sinclair, caught the attention of lawmakers who asked if Pai had behaved inappropriately towards the conservative broadcaster.

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